EXHIBIT 10.20
                                      LEASE
                                      -----

                                 BY AND BETWEEN

                        KELSEY-HAYES COMPANY ("LANDLORD")

                                       AND

                          MEASUREMENT SPECIALTIES, INC.

                                   ("TENANT")




                           DATED: AS OF AUGUST 4,2000


<PAGE>
                                      LEASE
                                      -----


     This  LEASE  ("Lease")  is made and entered into as of the date of the last
execution  hereof  by  and  between Kelsey-Hayes Company, a Delaware corporation
(hereinafter referred to as "Landlord") and Measurement Specialties, Inc., a New
Jersey  corporation  (hereinafter  referred  to  as  "Tenant").


                              W I T N E S S E T H:
                              --------------------

     For  and  in  consideration  of the covenants herein contained and upon the
terms  and  conditions  herein  set forth, intending to be legally bound hereby,
Landlord  and  Tenant  agree  as  follows:


                                    ARTICLE 1
                                    ---------

                                   DESCRIPTION
                                   -----------

     1.1     Landlord  agrees  to  let  to Tenant, and Tenant hereby leases from
Landlord  the  space  and  related  improvements  (all  of which are hereinafter
collectively  referred to as the "Premises" or the "Leased Premises") consisting
of  approximately  Sixty  Two  Thousand  Five  Hundred  (62,500)  square feet of
office/manufacturing/warehouse  floor  space,  as depicted on the floor plan set
forth  on  Exhibit  "A"  attached  hereto  and  made  a  part  hereof,  in  an
           -----------
office/manufacturing/warehouse  building  with street address of 1000 Lucas Way,
Hampton,  Virginia  23555 (hereinafter referred to as the "Building") located on
the  real  property  described  on  Exhibit  "B" attached hereto and made a part
                                    -----------
hereof  (hereinafter referred to as the "Land"), together with the right to use,
in  common with other tenants of the Building, the "Common Areas" (as defined in
Article 5 of this Lease). The Leased Premises consists of approximately Eighteen
Thousand  Five  Hundred  (18,500)  square  feet  of  office  floor  space  and
approximately  Forty  Four  Thousand  (44,000)  square  feet  of
manufacturing/warehouse  floor  space.

1.2     Landlord  shall  have the obligation of constructing, at Landlord's cost
and  expense  and  in  compliance with all laws, a fire rated demising wall (the
"Demising  Wall")  separating  the  Leased  Premises  from  the remainder of the
Building  and  the  truck docks servicing the Leased Premises (the "Docks"). The
Demising  Wall  and  the  Docks  shall be installed at the locations depicted on
Exhibit  "A"  attached hereto and made a part hereof. Within ninety (90) days of
the  completion  of  the construction of the Demising Wall, Landlord shall cause
floor  area  of  the  Leased Premises to be measured and such measurement, which
shall  be  undertaken  and  calculated  in  accordance  with the applicable BOMA
standards and methods of measurement for useable area shall become the basis for
determining  the square footage of the floor area of the Leased Premises for all
purposes  herein.

     1.3     In  addition  to  constructing  the  Demising  Wall  and the Docks,
Landlord  shall  install,  at Landlord's costs and expenses, one access door for
shipping  and  receiving  access and shall modify the parking lot to accommodate
the  new  shipping  and  receiving access door in the area depicted on the floor
plan  set forth on Exhibit "A" attached hereto. Tenant shall pay all


<PAGE>
other  costs  in  connection with the buildout and setup of the Leased Premises,
including, but not limited to, all reasonable costs and expenses associated with
(a)  the  construction and completion of new office areas and other areas within
the  Leased Premises, (b) the moving and relocation of all employees, equipment,
record  storage,  inventory  storage and the relocation of employees to and from
the  Leased  Premises,  within  the  Leased  Premises,  or to other space in the
Building,  as  the  case  may  be.



                                    ARTICLE 2
                                    ---------

                                      TERM
                                      ----

     2.1     The  term  of  this  Lease  shall  commence  on August 7, 2000 (the
"Commencement  Date")  and  shall  end  on  July  31,  2010,  except that if the
expiration  date  falls on a Saturday, Sunday or legal holiday, then the term of
this Lease shall end on the business day next following the aforementioned date.

     2.2     Provided  Tenant is not in default hereunder, Tenant shall have the
right  to  extend the initial term of this Lease for two (2) consecutive periods
of five (5) years each (an "Extension Term"), upon the same terms and conditions
hereof  except that the Base Rent (hereinafter defined) shall be as set forth in
Section  3.2  hereof,  provided written notice of Tenant's election to extend is
given  to  Landlord  at  least  two  hundred  seventy  (270)  days  prior to the
expiration  of  the  then  current  term  hereof.


                                    ARTICLE 3
                                    ---------

                                      RENT
                                      ----

     3.1     During the initial term of this Lease, Tenant shall pay to Landlord
"Base  Rent"  as  follows:


 Base    Rent  Base   Rent  Annual   Base   Monthly
 Office        Mfg.         Rent            Installment  From      To
 ------        ----         ----            -----------  ----      --
 $8.50         $4.50        $355,250        $29,604.17   8/04/00   7/31/01
 8.84          4.68         369,460         30,788.33    8/01/01   7/31/02
 9.19          4.87         384,295         32,024.58    8/01/02   7/31/03
 9.56          5.06         399,500         33,291.67    8/01/03   7/31/04
 9.94          5.26         415,330         34,610.83    8/01/04   7/31/05
 10.34         5.47         431,970         35,997.50    8/01/05   7/31/06
 10.76         5.69         449,420         37,451.67    8/01/06   7/31/07
 11.19         5.92         467,495         38,957.92    8/01/07   7/31/08
 11.63         6.16         486,195         40,516.25    8/01/08   7/31/09
 12.10         6.40         505,450         42,120.83    8/01/09   7/31/10


                                        2
<PAGE>
Base  Rent  shall be adjusted based on the measurement of the floor space of the
Leased Premises pursuant to Section 1.2 above. Landlord and Tenant shall confirm
such  Base  Rent  by  amendment  hereto reflecting the actual measurement of the
floor  space  of the Leased Premises, the Base Rent as adjusted and the Tenant's
Pro  Rata  Share  determined  in  accordance  with  Section  4.1  below.

     3.2     Base  Rent  during the first Lease Year of the first Extension Term
shall  be  set  at  the  market  rate prevailing at the time ("Market Rent") and
thereafter  shall  be increased each Lease Year during such first Extension Term
by  four  percent  (4%)  of the Base Rent for the preceding Lease Year. The Base
Rent  during  the  first Lease Year of the second Extension Term shall be set at
the  market  rate prevailing at that time and thereafter shall be increased each
Lease  Year during such second Extension Term by four percent (4%) of the annual
Base  Rent  of  the  preceding  Lease Year. Notwithstanding the foregoing, in no
event  shall  the Base Rent in the first year of any Extension Term be less than
the  Base  Rent  for  the  last  year  of  the  preceding  Term.

     3.3     Landlord  and  Tenant shall endeavor to agree on Market Rent within
sixty  (60)  days  of  the date that Tenant exercises an option for a particular
Extension  Term.  If Landlord and Tenant cannot reach such agreement within such
sixty (60) day period, then Market Rent for the Extension Term in question shall
be  established  in  the following manner: within thirty (30) days following the
expiration of such sixty (60) day period, Landlord and Tenant shall each select
and  notify the other of its selection of, a qualified real estate broker ("Real
Estate  Broker")  for  purposes  of determining Market Rent. Market Rent for the
Leased Premises shall be the average of the Market Rents determined by such Real
Estate  Brokers,  provided  that  the  Market  Rent that each Real Estate Broker
arrives  at  is  within ten percent (10%) of the other. Such Real Estate Brokers
shall  each  make  their separate determination of Market Rent within forty-five
(45)  days  from  the  date  the  last Real Estate Broker is selected within the
thirty  (30)  day  selection period aforesaid; provided, however, if Landlord or
Tenant,  as  the case may be, fails to make its selection within the thirty (30)
day  period,  then  Market  Rent  shall be determined by the one (1) Real Estate
Broker  selected.  If  the  Market  Rents  determined by the two (2) Real Estate
Brokers  are  not  within ten percent (10%) of each other, then the two (2) Real
Estate  Brokers, within fifteen (15) days after the last determination of Market
Rent  by  such  Real  Estate Brokers, shall agree upon a third (3rd) Real Estate
Broker.  Market  Rent  for  the Premises for the Extension Term in question then
shall  be  determined  by such third (3rd) Real Estate Broker within thirty (30)
days  thereafter,  but such Market Rent shall not be higher than the highest nor
lower  than the lowest of the Market Rents determined by the two (2) Real Estate
Brokers.  If  the two (2) Real Estate Brokers are unable to agree upon the third
(3rd) Real Estate Broker, each shall write the name of a Real Estate Broker on a
piece  of  paper and blind draw shall be made to determine the third Real Estate
Broker.

     3.4     Each  monthly  installment  of  Base  Rent  shall be payable to TRW
Sensors and Components, Inc. at 1000 Lucas Way, Hampton, Virginia 23666, or such
other  address  as  Landlord shall notify Tenant in writing, on the first day of
each  and  every month, without notice, offset, deduction or demand. If the term
of  this  Lease  commences or ends other than on the first (1st) day of a month,
then  the  Rent for such partial month shall be prorated on a daily basis, based
on  the  number  of  days  in  the  applicable  month.


                                        3
<PAGE>
     3.5     If  Tenant  fails  to  pay  any  Base  Rent or any other amount due
hereunder  within five (5) days of the due date thereof, then in addition to and
not in lieu of any other right or remedy available to Landlord, Tenant shall pay
a  late  charge equal to five percent (5.0%) of the past due payment and, if any
such  payment  shall  become  more than fifteen (15) days past due, such payment
shall bear interest at an annual rate equal to the Interest Rate, as hereinafter
defined  in  Section  14  below,  from  the due date of such payment until paid.


                                    ARTICLE 4
                                    ---------

                   OPERATING EXPENSES, TAXES AND ASSESSMENTS,
                   ------------------------------------------
                               INSURANCE PREMIUMS
                               ------------------

     4.1     For the purpose of this Article, the term "Tenant's Pro Rata Share"
shall  mean the percentage which the floor area of the Leased Premises is of the
total  floor  area of the Building, which percentage is estimated as being Fifty
Two and 8/100 percent (52.08%) subject to adjustment based on the measurement of
the  Leased  Premises  pursuant  to  Section  1.2  above,  and assuming that the
Building  has a total floor area of One Hundred Twenty Thousand (120,000) square
feet.  Floor  area,  with  respect  to the Building, means the average number of
square  feet  of  leasable  area in the Building from time to time designated by
Landlord for the exclusive use and occupancy of rent-paying tenants. Floor area,
with  respect  to  the  Building,  shall  be  exclusive  of  the  Common  Areas.

     4.2     During the term of this Lease, Landlord (a) shall pay and discharge
all  taxes,  including  taxes  on  the  rentals  hereunder,  special and general
assessments  and  other  governmental  impositions and charges of every kind and
nature  whatsoever,  extraordinary  as well as ordinary, attributable to, levied
against,  or  with  respect  of the Land, Building and Common Areas, under or by
virtue  of  all  present  or  future  laws,  ordinances,  requirements,  orders,
directives,  rules  or  regulations of the Federal, state, county, town and city
governments  and of all other governmental authorities whatsoever, together with
all  interest and penalties thereon ("Taxes") and (b) shall maintain and pay for
liability,  property and other insurance required or permitted to be provided by
Landlord  under  ARTICLE  11  below  ("Insurance  Premiums").  Tenant  shall pay
Landlord  for  Tenant's  Pro  Rata Share of such Taxes and Insurance Premiums as
part  of "Operating Expenses" (defined below). Landlord, in its sole discretion,
may  contest  Taxes  or any portion thereof by legal proceedings as permitted by
law.  Landlord's  efforts  to  contest  such  taxes shall include such appellate
proceedings  as  Landlord  deems  prudent and reasonable under the circumstances
then  obtaining.  Landlord shall be reimbursed for the costs and expenses of any
such  contest  as  part  of  Operating  Expenses.

     4.3     Tenant  shall pay to Landlord within thirty (30) days after receipt
of  Landlord's  invoice  therefor,  as  additional rent for the Calendar Year in
question,  an  amount  equal  to  Tenant's Pro Rata Share of Operating Expenses.
Tenant's  Pro  Rata  Share  of Operating Expenses shall be estimated by Landlord
prior to the beginning of each calendar year and such estimated amounts shall be
paid  by  Tenant  in equal monthly installments with each such installment being


                                        4
<PAGE>
due  and payable on the first day of each calendar month. Within sixty (60) days
after  the  end  of  each  calendar  year,  Landlord  shall  deliver to Tenant a
statement  of  Landlord's  actual Operating Expenses for such calendar year, and
the  monthly  installments  paid or payable by Tenant therefor shall be adjusted
between Landlord and Tenant thereafter. Tenant shall pay to Landlord or Landlord
shall  credit  Tenant's  account or provide Tenant with a refund if the Term has
expired, as the case may be, within thirty (30) days of Tenant's receipt of such
statement,  such  amounts as may be necessary to effect the aforesaid adjustment
between  estimated  and  actual  amounts  for  such  calendar  year.

     4.4     For the purposes of Section 4.3 "Operating Expenses" shall mean the
costs  and  expenses paid or incurred by Landlord with respect to, in Landlord's
sole  discretion, the use, operation, repair and maintenance of the Common Areas
(including  the  Land),  the  Building and the other improvements located on the
Land;  such  costs  and  expenses  shall  include,  without  limitation,  Taxes,
Insurance  Premiums,  the  costs  of  such  items  as: snow removal; parking lot
striping,  sweeping,  lighting and repair and maintenance of the parking lot and
driveways;  repair  and  maintenance  of  the  roof  and  structural components,
landscaping;  police,  base  level  security  and  fire  protection services, if
provided;  costs associated with legal compliance; management fees at prevailing
market rates for similar property in the Hampton, Virginia area; fire protection
and  fire  hydrant  charges;  water  and sewer charges and other utility charges
including  electrical,  gas  (other  than  utility charges, if any, for services
directly  metered  or  submetered  or  specifically  charged to tenants) and the
maintenance,  repair  and  modification  of  all utility systems and any charges
associated  with changing the provider of any utility; maintenance and repair of
underground  storm,  water  and  sanitary sewer lines; licenses and permit fees;
exterior  maintenance  and repair of the Building; the establishment of adequate
reserves  for  replacement;  any amounts which Landlord must pay pursuant to any
Declarations, Restrictions, or similar property encumbrances currently affecting
the  Land  and  all  other  costs and expenses paid or incurred by Landlord with
respect to use, operation, repair and maintenance of the Common Areas (including
the  Land)  the  Building  and  the  other improvements on the Land. Included in
Operating  Expenses shall be a proportionate share of various costs and expenses
paid  or  incurred  by  Landlord  which  costs  and expenses are to be allocated
between  the  Building and the separate building (the "Office Building") located
on  the  Land  in  such  proportion  as determined by Landlord in its reasonable
discretion  to  properly  reflect  such  allocation.

     Notwithstanding  anything  to the contrary herein, Operating Expenses shall
not  include  the  following:

          (a)  Items  which  under  generally  accepted  accounting  principles
     constitute  capital  expenditures (which shall include roof replacement but
     not  ordinary  roof  repairs), other than all costs and expenses associated
     with the installation of equipment, machinery or other improvements for the
     purpose  of  reducing  energy  consumption  or  other  operating  expenses,
     provided  that  if Landlord shall purchase any such equipment, machinery or
     other  improvements,  then  the  costs  for  the  same shall be included in
     Operating  Expenses  in  the  year  such cost is incurred and in subsequent
     years  amortized on a straight-line basis over a period which is the lesser
     of ten (10)  years or the useful life of such equipment, machinery or other
     improvement;


                                        5
<PAGE>
          (b)  leasing  commissions,  tenant  space  preparation  and relocation
     costs,  attorneys'  fees, lease takeover costs and other costs and expenses
     incurred  in  connection  with  negotiations  or  disputes  with present or
     prospective  tenants or occupants together with advertising and promotional
     costs  relating  to  leasing;

          (c)  costs  for utilities, services, work and other benefits which are
     (i)  directly  charged  to  and  reimbursed  by  Tenant or other tenants or
     occupants,  or  (ii) provided selectively to other tenants or occupants for
     their  exclusive  benefit  and  not  offered to Tenant, or services or work
     furnished to tenants (including Tenant) whether at such tenant's expense or
     Landlord's expense, to the extent that such work or service is in excess of
     any  work  or  service  that  Landlord is obligated to furnish to Tenant at
     Landlord's  expense,  or  (iii)  provided to other portions of the Building
     leasable  to  tenants  whether  or  not  actually  leased  or  occupied;

          (d)  amounts  otherwise includable in Operating Expenses to the extent
     the  same  are  reimbursed to Landlord directly by Tenant, other tenants or
     any  other  party;

          (e)  Landlord's off-site general and administrative overhead expenses,
     except  to the extent included in management fees or other items includable
     in  Operating  Expenses  hereunder;

          (f)  costs  incurred  due to Landlord's or another tenant's dispute or
     violations  of  the  terms  of  other  leases  in  the  Property;

          (g)  net  income,  estate, gift, franchise, profit, transfer, transfer
     gains, succession, inheritance or "value added" or similar taxes so long as
     the  same  are  not  in  lieu  of  other  taxes  and assessments payable as
     Operating  Expenses  hereunder;

          (h)  cost  of any curative action required, or repair, replacement, or
     alteration  made  by  Landlord to remedy damage caused by or resulting from
     the negligence of Landlord, its agents, contractors, servants or employees;

          (i)  interest,  principal,  points  and  fees on any mortgage or other
     debt instrument encumbering all or any portion of the Property;

          (j)  superior  lease  rental  or other lease payments related thereto;

          (k)  salaries,  wages,  benefits and related costs for employees above
     the  level  of  Building  Manager not directly involved in the operation or
     management  of  the  Building;

          (j)  in the event any service (including management fees) or materials
     are provided by any party affiliated with Landlord, the portion of the cost
     thereof  which is in excess of what the commercially competitive cost would
     have  been  absent  such  relationship;


                                        6
<PAGE>
          (m)  costs  incurred  with  respect  to  a  sale of any portion of the
     Property  or  any  interest  therein;

          (n)  to  the  extent  any  costs  includable in Operating Expenses are
     incurred with respect to both the Building and other properties (including,
     without  limitation,  salaries,  fringe  benefits and other compensation of
     Landlord's  personnel  who  provide services to both the Building and other
     properties),  there  shall  be  excluded  from Operating Expense a fair and
     reasonable  percentage  thereof  which is  properly allocable to such other
     properties  as  determined  by  Landlord  in  its  reasonable  discretion;

          (o)  the  cost  of  any  judgment,  settlement,  or  arbitration award
     resulting  from  any  liability  of  Landlord  arising  from  Landlord's
     negligence,  willful  misconduct  or  contractual  default  of  Landlord;

          (p)  any  fine,  penalty  or  other  late  charges or interest thereon
     payable  by  Landlord.

     4.5     For  a  period  of  one year after delivery to Tenant of Landlord's
statement  of  Operating  Expenses  pursuant to Section 4.3 above Landlord shall
keep and make available for inspection to Tenant, records, in reasonable detail,
of  all  Operating  Expenses  for the period covered by each such statement, and
shall  permit  Tenant and Tenant's representatives to examine such statements at
Landlord's  office  at  any  time  during  Landlord's  normal business hours. If
Tenant's  examination  of  such  statements reveals any overcharge, and provided
Landlord does not dispute the same Landlord shall reimburse Tenant for the same,
within  thirty (30) days after Tenant provides Landlord with the results of such
examination.


                                    ARTICLE 5
                                    ---------

                                  COMMON AREAS
                                  ------------

     Tenant  shall  use  the  Common  Areas  solely for their intended uses on a
non-exclusive  basis in concert with Landlord, the other tenants or occupants of
the  Building,  and  their  employees,  agents,  servants,  customers  and other
invitees  in  strict  accordance  with  the  rules  and  regulations,  if  any,
promulgated  by  Landlord  with  respect  thereto.  Landlord  agrees  that  any
promulgated rules and regulations shall be applied to tenants in the Building in
a non-discriminatory manner. The term "Common Areas" shall mean all areas within
the Land and Building provided by Landlord for the common use and benefit of the
tenants  or  occupants  of  the Building, and their employees, agents, servants,
customers  and  other  invitees,  including  by way of example and not by way of
limitation,  driveways,  parking  areas, landscaped areas, truck service ways or
tunnels  (if any), pedestrian ways (enclosed or open), courts, stairs, ramps and
sidewalks,  common  restrooms  and  common  loading  areas.


                                        7
<PAGE>
                                    ARTICLE 6
                                    ---------

                                       USE
                                       ---

     6.1     Tenant  shall  use the Leased Premises as a light manufacturing and
warehouse  facility  and  for  no other purpose. Tenant shall not use the Leased
Premises  so  as to constitute a nuisance or cause the cancellation (or increase
the  Insurance  Premiums)  of the insurance covering the Land, Common Areas, the
Building  or Leased Premises. The use and occupancy of the Leased Premises shall
be  subject  to  and  consistent  with  the terms and provisions of that certain
PROTECTIVE  PROVISIONS  AND  COVENANTS,  HAMPTON ROADS CENTER, HAMPTON, VIRGINIA
dated  November  21,  1986  (the  "Protective  Covenants")  and entered into and
recorded  by  the  Industrial  Development  Authority  of  the  City of Hampton,
Virginia, a copy of which has been delivered to Tenant prior to the execution of
this  Lease;  to  Landlord's  actual  knowledge,  the  use  and occupancy of the
Property  is  currently  in  compliance  with  the  Protective  Covenants.

     6.2     Tenant  shall  comply  in  all  respects  with  all  applicable
governmental  laws,  ordinances,  codes,  rules  and  regulations controlling or
regulating  the  use  of  the  Land, Common Areas, Building and Leased Premises.

     6.3     Tenant  will  not:  (a)  place  or maintain any merchandise, trash,
refuse  or  other  articles  in  any  vestibule or entry of the Premises, on the
footwalks  or  corridors  adjacent  thereto  or elsewhere on the exterior of the
Premises; (b) throw, discard or deposit any paper, glass or extraneous matter of
any  kind,  except in designated receptacles, or create litter or hazards of any
kind;  (c)  use  any sound making device of any kind or create or produce in any
manner  noise  or  sound  that  is  prohibited or objected to by Landlord in the
exercise  of  its  reasonable  discretion;  (d)  permit accumulations of or burn
garbage,  trash,  rubbish  or  other  refuse within or without the Premises; (e)
cause  or  permit  odors  to  emanate  or to be dispelled from the Premises; (f)
permit  the  parking of delivery vehicles so as to interfere with the use of any
driveway,  footwalk,  parking  area  or  other Common Areas; (g) receive or ship
articles  of any kind outside the designated loading areas for the Premises; (h)
parade,  rally,  patrol, picket, demonstrate or engage in any conduct that might
tend  to interfere with or impede the use of the Common Areas; (i) use or permit
the  use of the Premises, the Common Areas or any part thereof in a manner which
will  violate  the  laws  or  regulations  of  any applicable instrumentality of
government,  nor permit any part of the Premises to be used for any disreputable
or  immoral  purpose  (j)  conduct  or permit to be conducted any auction, fire,
going  out of business, bankruptcy, liquidation or other similar type sale in or
connected  with  the Premises; and (k) place a load upon any floor which exceeds
the  floor  load which the floor was designed to carry or overload any system or
equipment  serving  the  Premises.


                                        8
<PAGE>
                                    ARTICLE 7
                                    ---------

                   REPAIRS AND MAINTENANCE: BUILDING SERVICES
                   ------------------------------------------

     7.1     Landlord  as  part of Operating Expenses and except with respect to
Tenant's  obligations  hereunder  shall  perform,  in  Landlord's  reasonable
discretion,  maintenance,  repairs  and  replacements to the Building and Common
Areas  in  a  good  and workmanlike manner, including exterior maintenance, roof
repairs  and  replacements, parking areas and building systems not located in or
exclusively  serving the Leased Premises. In the event of a failure or breakdown
during  normal  working  hours  of  a building system which failure or breakdown
substantially  impairs  the  ability  of Tenant to maintain production, Landlord
will  endeavor to respond to Tenant in connection with such failure or breakdown
within  two  (2)  hours  of  Landlord  having  knowledge  thereof.

     7.2     Landlord  as part of Operating Expenses shall keep and maintain the
Building  and  the  Common  Areas  in  a  clean,  sightly and orderly condition,
reasonably  free  of  accumulation  of  litter,  dirt,  rubbish,  snow  and ice.

     7.3     Tenant  shall,  at  Tenant's  expense,  make  all  repairs  and
replacements  in  and  to  the  Leased  Premises  including  all  improvements,
equipment,  systems  and  installations which are located within the Premises or
exclusively serve the Leased Premises and shall maintain the Leased Premises, so
as  to  tender  the  Leased  Premises  to  Landlord  at  Lease  termination  in
substantially  the  same  condition  as  received, except for any alterations or
improvements  permitted  in  accordance  with  Section  8  below, and except for
ordinary  or normal wear and tear. Tenant shall at its expense: (a) maintain the
Premises  in  a  clean,  orderly  and  sanitary  condition  in  good  repair and
reasonably  free  of  insects,  rodents,  vermin  and  other pests; (b) keep any
garbage,  trash,  rubbish  or  other  refuse  in rat-proof containers within the
interior  of  the Premises until removed; (c) keep all mechanical apparatus free
of  vibration and noise which may be transmitted beyond the Premises; (d) comply
with  all  laws,  ordinances, rules and reasonable recommendations of Landlord's
fire  insurance  rating organization now or hereafter in effect; (e) comply with
and  observe all rules and regulations established by Landlord from time to time
which  apply  generally  to  tenants  of  the  Building;  (f) use and occupy the
Premises in a careful, safe and proper manner; (g) install and maintain all fire
extinguishing  apparatus  required  by  local regulations or the requirements of
Landlord's  insurance  underwriters.

     7.4     Landlord  shall  furnish  to Tenant, during Tenant's working hours,
the  following  utilities  and  other  building  services  for  Tenant's use and
occupancy  of  the  Leased  Premises:

          (a) HEATING, VENTILATING AND AIR CONDITIONING. During Tenant's working
     hours.

          (b)  WATER.  Hot  and  cold  water  for  ordinary  office and lavatory
     purposes.

          (c)  ELECTRICITY.  Unless  and  until,  if  ever,  electric current is
     metered separately to the Leased Premises, Tenant shall obtain the electric
     current  used  in  the


                                        9
<PAGE>
     Leased  Premises  directly  from  Landlord  and  Tenant  shall pay Landlord
     therefor  in  accordance  with  ARTICLE  10  below.
                                     -----------

          (d)  CLEANING  AND MAINTENANCE. Cleaning and maintenance of the Common
     Areas  as  reasonably  determined  by  Landlord,  including  the removal of
     rubbish,  trash  and  snow.

          (e)  REPAIR  AND MAINTENANCE. Repair and maintenance as required under
     this  Lease.

          (f)  ADDITIONAL SERVICES.  If  Tenant  requests any other utilities or
     Building  services  in  addition  to those identified above, then Landlord,
     may,  but  shall  not  be  required  to  do  so,  furnish  Tenant with such
     reasonable  additional  utilities  or  Building services, and all costs and
     expenses  associated  with respect thereto shall be borne by Tenant. Tenant
     shall  be  separately  billed  therefor and shall reimburse Landlord within
     thirty  (30)  days  after  receipt  of  an  invoice  for  the  same.


                                    ARTICLE 8
                                    ---------

                          IMPROVEMENTS AND ALTERATIONS
                          ----------------------------

     8.1    (a)    Tenant  shall  not  undertake, directly  or  indirectly,  any
     construction  work,  improvements  or alterations, nor shall Tenant install
     any  equipment  other  than  trade fixtures and personal property (all such
     construction  work,  improvements,  alterations  and  installations  being
     hereinafter collectively referred to as the "Work") without first obtaining
     Landlord's  written  approval  of  the  plans  and specifications therefor.
     Tenant  shall  prepare  plans and specifications showing in detail all Work
     Tenant  is required or desires to undertake, directly or indirectly, in the
     Premises and shall submit the same to Landlord for Landlord's approval. The
     plans  and  specifications  covering the Work shall be prepared at Tenant's
     expense  by  an  engineer or architect licensed to practice in the State of
     Virginia.  Tenant  shall revise said plans and specifications in accordance
     with Landlord's reasonable comments. When Landlord shall have approved said
     plans and specifications, Tenant shall promptly submit the same to the City
     of Hampton to obtain a building permit. Landlord and Tenant shall cooperate
     with  the  officials  of  the City of Hampton and Tenant shall promptly and
     diligently  make  such  changes  to  the plans and specifications as may be
     required  to  conform  the  same  to  the laws and ordinances applicable to
     Tenant's  Work.  The  approval  by  Landlord  of  Tenant's  plans  and
     specifications  shall not constitute the assumption of any liability on the
     part  of Landlord for their accuracy or their conformity with building code
     requirements,  and  Tenant  shall  be solely responsible for such plans and
     specifications.  The  approval  by  Landlord  of  Tenant's  plans  and
     specifications  shall  not  constitute  a  waiver  by Landlord of the right
     thereafter  to require Tenant to amend the same to provide for omissions or
     deficiencies  therein later discovered by Landlord. If Tenant shall fail to
     timely complete any portion of its Work on the Premises as required by this
     Lease  then  Landlord  may, in addition to


                                       10
<PAGE>
     any  other rights and remedies it may have, complete such Work on behalf of
     and  for  the account of Tenant upon seven (7) days prior written notice to
     Tenant  of  its  intention  to  do  so.  The costs and expenses incurred by
     Landlord  in  completing  the  Work, together with interest at the Interest
     Rate,  shall  be  deemed  to be additional rent, due and payable on demand;


          (b)  Tenant,  without  Landlord's  approval,  may  make  interior
     non-structural alterations and improvements, provided that such alterations
     and  improvements  do  not damage or impair the structural integrity of the
     Building  or  the systems servicing the Building including HVAC, electrical
     and  plumbing.  Prior to making any nonstructural alteration or improvement
     of a material nature (i.e. an improvement costing more than Thirty Thousand
     Dollars  ($30,000),  Tenant  shall notify Landlord of the same and Landlord
     shall have the right to object in writing, within twenty (20) business days
     thereof,  to any such alteration or improvement and, if Landlord so objects
     within such thirty (30) business day period and Tenant nonetheless installs
     such  alteration  or  improvement then, in addition to the other rights and
     remedies  of  Landlord,  upon the expiration or earlier termination of this
     Lease, Landlord may require Tenant to remove such alteration or improvement
     and  restore,  at  Tenant's  sole  cost  and expense, the Premises to their
     condition  as  of  the  commencement  of this Lease, ordinary wear and tear
     excepted;

          (c)  None  of the alterations or improvements which Tenant makes shall
     change  the character or use of the Leased Premises from that of office and
     warehouse. If any change results in an increase in the office space by more
     than  Five  Percent  (5%)  of  the square footage of office space as of the
     Commencement  Date, the Base Rent for such amount in excess of five percent
     (5%)  shall be computed at the office rent rate as set forth in Section 3.1
     above;  and

          (d)  All  items  installed  by  Tenant  shall  be  new and of building
     standard  quality.  All  Work,  whether  in  the  nature  of  erection,
     construction,  alteration  or  repair,  permitted or required to be made by
     Tenant,  shall  be performed and completed in a first class and workmanlike
     manner,  promptly,  efficiently  and  competently by duly qualified and, if
     necessary,  licensed  persons  or  entities  without  interference  with or
     disruption of the operations of other tenants or users of the Building, and
     in  accordance  with  all  applicable  laws,  ordinances,  rules,  rulings,
     regulations  and  requirements  of  any  governmental  authority  having
     jurisdiction  over  the  Premises.


                                    ARTICLE 9
                                    ---------

                                 MECHANIC'S LIEN
                                 ---------------

     No  Work  which  Landlord permits or requires Tenant to perform pursuant to
this  Lease,  whether  in  the  nature  of erection, construction, alteration or
repair,  shall  be deemed to be for the immediate use and benefit of Landlord so
that no mechanic's or other lien shall be allowed


                                       11
<PAGE>
against  the  estate  of  Landlord by reason of any consent given by Landlord to
Tenant to improve the Premises. Tenant shall pay promptly all persons furnishing
labor or materials with respect to any work performed by or for Tenant in, on or
about  the  Premises in accordance with the terms agreed upon by Tenant and such
contractor. In the event any mechanic's or other lien shall at any time be filed
against  the Premises, Land, Building or Common Areas or any interest therein by
reason of any labor, services or materials performed or furnished, or alleged to
be  performed or furnished, to or for the benefit of Tenant or to anyone holding
the  Premises  through  or  under  Tenant,  Tenant  shall  cause  the same to be
discharged  of  record  or  bonded to the satisfaction of Landlord within thirty
(30) days after notice of the filing thereof. If Tenant shall fail to cause such
lien  to be so discharged or bonded within such thirty (30) day period, then, in
addition  to  any other right or remedy of Landlord, Landlord may, but shall not
be  obligated to discharge the same by paying the amount claimed to be due or by
deposit  or  bonding  proceedings, and the amount so paid by Landlord, including
reasonable  attorney's  fees  incurred by Landlord in procuring the discharge of
such lien, together with interest thereon at the Interest Rate, shall be due and
payable  by  Tenant  to  Landlord  upon  demand as additional rent. Tenant shall
indemnify, defend and save Landlord harmless from and against any and all claims
(including  but  not  limited to claims of unjust enrichment and claims based on
quasi-contract),  actions,  demands,  damages,  liability and expense, including
attorney's and other professional fees, arising from or related to, wholly or in
part,  directly  or  indirectly,  any  labor, services or materials performed or
furnished  or  alleged  to  be  performed  or furnished to or for the benefit of
Tenant  or  to  anyone  holding the Premises through or under Tenant (except for
work  described in and to performed by Landlord pursuant to Sections 1.2 and 1.3
above),  regardless  of whether such work or materials improved or increased the
value  of  the  Premises.



                                   ARTICLE 10
                                   ----------

                             SERVICES AND UTILITIES
                             ----------------------

     10.1     Except where required of Tenant hereunder, Landlord shall furnish,
supply  and  maintain  subject  to reimbursement as a part of Operating Expenses
equipment,  lines,  conduits  and  appurtenances necessary for the furnishing of
water,  electricity,  gas,  telephone  and  storm  and  sanitary  sewer  service
connections  to  the  Leased  Premises.

     10.2     As  of  the  Commencement  Date  none of the utilities, other than
telephone, are separately metered to the Leased Premises. All charges for water,
electricity,  gas, steam (if any) and storm and sanitary sewers used or consumed
by Tenant in the Leased Premises shall be determined, adjusted from time to time
and  allocated  in  accordance with Exhibit "C" attached hereto and such charges
shall  be payable by Tenant within ten (10) days of billing thereof by Landlord.
The  interruption, curtailment or reduction of any utility or service maintained
in  the  Building  shall  not  constitute  constructive  or  partial  eviction.

     10.3     Landlord  shall  be entitled to charge a reasonable administrative
fee  for  meter  readings  and  similar  or  related services in connection with
supplying  utilities to the Premises and the Building not to exceed five percent
(5%)  of  the  utility  amounts so charged. Upon request,


                                       12
<PAGE>
Landlord  shall  provide  Tenant  meter  readings  for all invoices rendered for
electric  current  consumption,  together  with  a  copy of the rate schedule or
agreement  pursuant  to  which  Tenant  is  being  charged.



                                   ARTICLE 11
                                   ----------

                        INSURANCE: INDEMNITY: SUBROGATION
                        ---------------------------------

     11.1     Tenant  shall,  at Tenant's sole cost and expense, obtain and keep
in  force during the term of this Lease a policy of commercial general liability
insurance  insuring Tenant against liability for injury to persons and damage to
property  arising  out  of  Tenant's use, occupancy or maintenance of the Leased
Premises  and  surrounding  common  areas  and  land, with combined single limit
coverage  of  not  less  than  One  Million Dollars ($1,000,000) per occurrence,
naming  Landlord  and  Landlord's  Lender, if requested, as additional insureds.

     11.2     Landlord  shall  obtain  and keep in force during the term of this
Lease  as  part  of  Operating Expenses an occurrence-based policy of commercial
general  liability  insurance,  insuring  Landlord  and Tenant, as an additional
insured,  against  liability for injury to persons or damage to property arising
out  of  the ownership, use, occupancy or maintenance of the Building and Common
Areas,  with combined single limit coverage of not less than One Million Dollars
($1,000,000)  per  occurrence.

     11.3     Landlord  shall  obtain  and keep in force during the term of this
Lease  as  part  of  Operating  Expenses  a  so-called  "special form" policy or
policies  of  property  insurance,  covering loss or damage to the Building, the
Leased Premises (including Tenant's leasehold improvements) and Common Areas, in
the  amount  of the full replacement cost thereof, with boiler and machinery and
ordinance  or  law  change  coverage. To the extent that the waiver set forth in
Section 11.6 is permitted in the state in which the Leased Premises are located,
the  foregoing  policy  or  policies  of insurance shall contain a clause to the
effect that the waiver in Section 11.6 shall not affect the right of the insured
party  to  recover  under  such  policy  or  policies.

     11.4     Any  insurance  required  or  permitted  to  be carried by a party
pursuant  to  this  Lease  may  be  in  the  form of "blanket" and/or "umbrella"
insurance  coverage.  Either  party  hereto  shall,  upon request from the other
party,  provide  a  certificate  of  insurance  and appropriate insurance policy
endorsement,  if  applicable,  evidencing  the  existence  and  amounts  of such
insurance  as required according to Sections 11.1, 11.2 and 11.3 of this Lease.

     11.5     Subject  to  Landlord's obligation to carry the insurance required
pursuant  to  Section  11.2  of this Lease, each party shall indemnify, protect,
defend  and  hold  the  other  harmless  from and against any damage suffered or
incurred on account of personal or bodily injury to any person or persons in the
Leased  Premises,  Building  or  Common  Areas  caused  by  the negligent act or
omission,  or  willful  misconduct  of  the  other.


                                       13
<PAGE>
     11.6     Landlord and Tenant hereby waive all rights of recovery and causes
of  action which either has or may have or which may arise hereafter against the
other  for  any damage to the Leased Premises, the Building, the Common Areas or
the  property or business of either of them or of anyone claiming through either
of  them,  by  way  of  subrogation  or  otherwise,  caused by any of the perils
coverable  (whether  or  not  covered)  by  a  special  form  policy of property
insurance  or  contents insurance (irrespective of whether or not such insurance
coverage  is  in fact carried or obtained); or by any other insurance for damage
to  property carried by the party whose property was damaged; provided, however,
that the foregoing waiver shall apply only if and to the extent that a waiver of
subrogation  for  property  damage  is  not prohibited in the state in which the
Leased  Premises  are  located.

     11.7     Subject  to Section 11.6 above, Tenant shall indemnify, defend and
save  Landlord  harmless  from and against any and all claims, actions, demands,
damages,  liability  and  expense,  including  attorney's and other professional
fees, in connection with loss of life, personal injury and/or damage to property
arising  from  or  related  to,  wholly  or in part, directly or indirectly, the
construction by Tenant, its contractors, agents or representatives, occupancy or
use  by  Tenant  of  the  Premises  or any part thereof or any other part of the
Building  and  Common  Areas,  or arising from or related to, wholly or in part,
directly  or  indirectly,  from  any  act  or  omission of Tenant, its officers,
agents,  contractors,  invitees  or  employees  unless  caused  by  Landlord's
negligence  or  willful  misconduct.  Unless  caused by Landlord's negligence or
willful  misconduct,  Landlord  and Landlord's agents and employees shall not be
responsible  or  liable  to  Tenant,  Tenant's  agents or employees or to anyone
claiming  by,  through  or  under Tenant and Tenant hereby waives all claims for
damage  to  person or property, loss of business and any and all other losses or
damages  sustained  by Tenant or any person claiming by, through or under Tenant
resulting, directly or indirectly, from one or more of the following, whether or
not  Landlord may have any obligation under this Lease to repair or maintain the
same:  (a)  any  equipment  or  appurtenances becoming out of repair; (b) injury
caused  by wind, snow, ice, rain or any of the other elements; (c) any defect in
or  failure  of  plumbing,  heating,  cooling  or  air  conditioning  equipment,
sprinkler systems, electric wiring or cable, gas, water and steam pipes, stairs,
rails or walks, broken glass, the backing up of any sewer pipe or downspout; (d)
the  bursting,  leaking  or  running  of any tank, tub, washstand, water closet,
waste  pipe,  drain  or  any  other pipe or tank; (e) the escape of steam or hot
water;  (f)  water, snow or ice being upon or coming through the roof, skylight,
trap  door,  stairs, walks or any other place upon or near the Premises; (g) the
falling  of  any  fixture,  plaster  or  stucco;  and  (h)  any act, omission or
negligence  of  trespassers, thieves, cotenants or other persons. To the maximum
extent  permitted by law, Tenant shall use and occupy the Premises, and use such
other  portions of the Land, Building and Common Areas as Tenant is herein given
the  right  to  use,  at  Tenant's  own  risk.


                                   ARTICLE 12
                                   ----------

                      DESTRUCTION BY FIRE OR OTHER CASUALTY
                      -------------------------------------

     12.1     (a)     If the Building or the Premises is damaged or destroyed by
     fire,  the  elements,  or other peril, whether insured or uninsured (any of
     such  causes  being  referred


                                       14
<PAGE>
     to  herein  as  a "Casualty"), then Landlord and Tenant each shall have the
     right,  but  not  the  obligation, by notifying the other in writing within
     twenty (20) days after the date of such damage or destruction, to terminate
     this  Lease  if  (i) more than fifty percent (50%) of the floor area of the
     Building  is damaged or destroyed or (ii) such damage or destruction occurs
     during  the  last  year  of  the Term of this Lease or the last year of any
     Extension  Term  and  the  cost  to  repair  or restore the Leased Premises
     exceeds  $250,000;  and

          (b)  If  the  Building  or  the  Premises  is  damages or destroyed by
     Casualty  and  the  insurance  proceeds available to Landlord on account of
     such  damage  or destruction are not sufficient to restore the Premises and
     the Building to substantially the same condition as prior to such damage or
     destruction  then Landlord shall have the right, but not the obligation, by
     notifying  Tenant in writing within twenty (20) days after the date of such
     damage  or  destruction,  to  terminate  this  Lease.

If  such  notice  is  given,  this  Lease shall terminate as of the date of such
notice,  Rental  (other  than  any  additional  rent due Landlord resulting from
Tenant's  failure  to  perform any of its obligations under this Lease) shall be
adjusted as of the date of such damage and destruction, and the parties shall be
relieved  of  all  obligations  and  liabilities  thereafter  accruing.

     12.2     If  the  Premises shall be damaged by Casualty but Landlord is not
entitled  to  or  does  not  elect  to terminate this Lease, then Landlord shall
promptly  repair  or  replace  the  damaged  portions of the Premises (excluding
Tenant's  personal  property or any leasehold improvements, additions or changes
to the Premises made or installed by or for Tenant other than those improvements
installed for Tenant by Landlord pursuant to Sections 1.2 and 1.3 above). If the
Premises  shall  not  be  rendered  wholly  or  partially  untenantable  by such
Casualty,  there  shall  be no abatement of rent. If, as the result of Casualty,
the  Premises  shall  be  rendered  wholly  or  partially  untenantable,  in the
reasonable  judgment  of Landlord, then all rent (other than any additional rent
due  Landlord  resulting from Tenant's failure to perform any of its obligations
under  this  Lease)  shall  be  abated  proportionately as to the portion of the
Premises rendered untenantable (as reasonably determined by Landlord) during the
period of such untenantability. Landlord shall not be liable for interruption to
Tenant's business or for damage to or replacement or repair of Tenant's personal
property  or  any  leasehold  improvements  installed in the Premises by Tenant.


                                   ARTICLE 13
                                   ----------

                                  CONDEMNATION
                                  ------------

     13.1     (a)     If  the  entire  Premises  shall be taken in appropriation
     proceedings  or  under  the power of eminent domain or shall be voluntarily
     conveyed  under  threat  of  appropriation  (hereinafter  referred  to as a
     "Taking"  and,  in  the  past  tense,  as  "Taken"),  then this Lease shall
     terminate  on  the  date  Tenant  is  required  to  yield possession of the
     Premises  to  the  condemning  authority.


                                       15
<PAGE>
          (b)  Landlord  and  Tenant  also  shall  have  the  right, but not the
     obligation, by notifying the other party in writing within ninety (90) days
     after  a Taking to terminate this Lease effective as of the date possession
     is  required  to  be  yielded  to  the  condemning authority, in any of the
     following  circumstances:

               (i)  More than twenty five percent (25%) of the floor area of the
          Building  is  Taken;

               (ii)  The  number  of  parking spaces Taken reduces the number of
          parking  spaces below the number required by law and Landlord does not
          deem  it  feasible  to  replace such parking spaces with other parking
          spaces  on  the  portion  of  the  Land  not  Taken;

               (iii)  The  net proceeds available to Landlord on account of such
          Taking  are  not sufficient to repair and restore the Building, Common
          Areas and the Premises and Landlord fails or refuses to undertake such
          repair  or  restoration.

          (c)  If a  portion  only of the Premises shall be Taken and this Lease
     is  not  terminated  as  provided for above, then Landlord shall repair and
     restore,  to a complete architectural unit, the portion of the Premises not
     affected  by  the  Taking.
          (d)  If  a portion only of the Premises is Taken and this Lease is not
     terminated,  then  this  Lease  shall  terminate only as to the part of the
     Premises  so  taken  on  the  date  Tenant  is required to yield possession
     thereof  to  the  condemning  authority  and  all  Rental  (other  than any
     additional rent due Landlord resulting from Tenant's failure to perform any
     of its obligations under this Lease) shall be reduced proportionately as to
     the portion of the Premises Taken. If this Lease is terminated, then Rental
     (other  than  any  Additional  rental  due Landlord resulting from Tenant's
     failure  to  perform  any  of  its  obligations  under this Lease) shall be
     adjusted  as  of  the  date  of  such  termination.

          13.2  All  compensation  awarded for any Taking shall belong to and be
     the  sole  property  of  Landlord;  Tenant hereby assigning to Landlord all
     rights  with  respect  thereto; provided, however, nothing contained herein
     shall  prevent  Tenant  from applying for reimbursement from the condemning
     authority  (if  permitted  by  law) for moving expenses, or the expenses of
     removal  of  Tenant's trade fixtures, but if and only if the amount of such
     award  or  other  compensation  is  separately  stated  by  the  condemning
     authority  and  does  not  reduce the amount otherwise recoverable from the
     condemning  authority  by Landlord. Tenant, upon request of Landlord, shall
     execute  any  and  all  releases,  transfers  or  other documents as may be
     required  by  Landlord  or  such  condemning  authority  to effect and give
     further  evidence  and  assurances  of  the  foregoing.

          13.3  Any  Taking  or  termination  of this Lease, in whole or in part
     pursuant  to this Article, shall not operate as or be deemed an eviction of
     Tenant  or  a  breach  of  Landlord's  covenant  for  quiet  enjoyment.


                                       16
<PAGE>
                                   ARTICLE 14
                                   ----------

                                     DEFAULT
                                     -------

     14.1     If  one  or  more  of  the  following  events  shall  occur:

          (a)  Tenant shall fail to pay any rent or any other sums due hereunder
     within  ten  (10)  days  after  written  notice from Landlord provided such
     notice  shall  not  be  required to be given more than two (2) times in any
     twelve  (12)  month  period.

          (b)  Tenant  shall  make  an  assignment for the benefit of creditors;

          (c)  Tenant  shall file a petition or answer seeking reorganization or
     arrangement  under  any  of  the  laws  of  the  United  States relating to
     bankruptcy  or  any  other  applicable  statute;

          (d)  An attachment or execution shall be levied upon Tenant's property
     or interest under this Lease, and shall not be satisfied or released within
     thirty  (30)  days  thereafter;

          (e)  An  involuntary  petition  in  bankruptcy  shall be filed against
     Tenant,  or  a  receiver  or trustee for all or any part of the property of
     Tenant  shall  be  appointed  by  any court, and such petition shall not be
     withdrawn,  dismissed  or  discharged, or such receiver or trustee removed,
     within  sixty  (60)  days  from  the  filing  or  appointment  thereof;

          (f)  The  use of the Premises for any purpose other than the permitted
     use  hereunder;

          (g) Tenant shall default in the performance or observance of any other
     covenant,  agreement,  obligation,  provision  or  condition  to be kept or
     performed  by  Tenant  under  the provisions of this Lease and such default
     shall  continue  for  thirty  (30)  days  after  Tenant's receipt of notice
     thereof  from  Landlord;  provided,  however,  that  if  the nature of such
     default is such that more than thirty (30) days are reasonably required for
     its  cure,  then  Tenant  shall  not  be  deemed to be in default if Tenant
     commences  such  cure  within  said  thirty  (30) day period and thereafter
     diligently  and  continuously,  in  good  faith, proceeds with such cure to
     completion  and the same is completed not later than ninety (90) days after
     the  date  of  default;

then  Landlord  shall  have  all  of  the  following  remedies:

               (1)  Landlord  may  proceed  as it deems advisable to enforce the
          provisions  of  this  Lease  at  law  or  in  equity;

               (2)  Landlord  at  any time thereafter may, at Landlord's option,
          terminate  this  Lease  upon  five  (5) days written notice to Tenant.
          Tenant  shall then quit and surrender the Leased Premises to Landlord,
          but  Tenant  shall  remain  liable  under  this  Lease;


                                       17
<PAGE>
               (3)  Pursuant to court order or other legal proceedings, Landlord
          may reenter the Leased Premises and may repossess the Leased Premises.
          Upon  such reentry or repossession, Landlord may dispossess Tenant and
          may  remove  Tenant from the Leased Premises without further notice to
          Tenant;

               (4)  Landlord may cure the breach or default at Tenant's expense,
          and all reasonable costs incurred by Landlord in curing the same, plus
          interest  on  such costs at the Interest Rate, as hereinafter defined,
          from  the  date  of  such expenditure(s) until reimbursed to Landlord,
          shall  be  additional  rent  payable  to  Landlord  on demand. In such
          circumstances  Landlord shall give written notice to Tenant as soon as
          reasonably  practicable  subsequent  to  the  exercise  of  self-help
          remedies.  Nothing  in  this  Section  14.1  shall preclude Landlord's
          exercise  of self-help rights as otherwise expressly set forth in this
          Lease.


               (5)  Landlord  may proceed to collect all rents and other charges
          owed  by  sublessees  of  Tenant  and  other  occupants  of the Leased
          Premises directly from such parties, with such rents and other charges
          collected  by  Landlord  to  be  applied first towards satisfaction of
          Tenant's  obligations under this Lease with the balance (if any) to be
          applied  towards  satisfaction  of  Tenant's  obligations  under  its
          subleases  and  other  occupancy  agreements  affecting  the  Leased
          Premises.
               (6)  In  case  of  any  reentry,  termination  of  this  Lease or
          dispossession  of  Tenant's  possession  by  summary  proceedings  or
          otherwise,

                    (a)  Tenant shall remain liable for (A) all Rent and damages
               that  may  be  due  or  sustained by Landlord up to the time this
               Lease  terminates  or  Landlord  takes  possession  of the Leased
               Premises,  and the performance of all other obligations of Tenant
               accruing  under  this  Lease  through  such  date  (collectively,
               "Accrued  Damages");  (B) all reasonable costs, fees and expenses
               (including  reasonable attorney's fees and expenses and brokerage
               commission  and  fees)  incurred  by  Landlord  in pursuit of its
               remedies  under  this Lease and in leasing the Leased Premises to
               others  from  time  to  time (the "Collection Damages") (all such
               Accrued  Damages  and  Collection  Damages  are  referred  to
               collectively  as  the  "Default Damages"); and (C) Future Damages
               (as  defined  below).

               At  the  sole election of Landlord, Future Damages shall be equal
               to  one  of  the  following: (x) the amount (the "Deficiency") by
               which  (A)  the  Rent  reserved under this Lease until the stated
               expiration  date  of the then current Term exceeds (B) the amount
               of  rent,  if  any,  that  Landlord shall receive during the same
               period  from  others  to  whom the Leased Premises may be rented,
               from  which  Landlord  may  deduct  all  Default Damages owing to
               Landlord;  or (y) an amount equal to the present worth (as of the


                                       18
<PAGE>
               date  of such termination) of Rent which, but for the termination
               of  this Lease, would have become due during the remainder of the
               Term,  less  the fair rental value of the Leased Premises for the
               remainder  of  the  Term,  as  determined  by an independent real
               estate  appraiser  selected  by  the  Landlord  and  reasonably
               acceptable  to Tenant, in which case such Future Damages shall be
               payable  to  Landlord  in  one  lump sum on demand and shall bear
               interest  at  the  Interest  Rate,  as hereinafter defined, until
               paid.  For  the  purposes  of  this subparagraph, "present worth"
               shall  be computed by discounting such amount to present worth at
               a  discount rate equal to one percentage point above the discount
               rate  then  in  effect at the Federal Reserve Bank nearest to the
               location  of  the  Leased  Premises.

               All Default Damages and Future Damages shall bear interest at the
               Interest  Rate,  as  hereinafter  defined, from the date when the
               same  accrue until paid. Tenant shall pay all Default Damages and
               all  Future  Damages  to  Landlord  immediately upon receipt of a
               billing  therefor;  however, the amount of Rent which constitutes
               Future  Damages  shall  continue  to  be due and payable in full,
               without  any  notice or billing required, in advance on the first
               day  of  each  month,  and  any proceeds of reletting that reduce
               Tenant's  Deficiency  shall  be appropriately credited to Tenant.

               "Interest  Rate"  shall  mean  the  "Prime  Rate"  (or  generally
               accepted  successor index to Prime Rate) plus two percent (2.0%).
               "Prime  Rate"  shall  be  the rate reported as such in the "Money
               Rates"  column  of  the  Wall  Street  Journal  or  successor
                                        ---------------------
               publication.  Adjustments to the Interest Rate shall be effective
               as  of  the  date  that  the  Prime  Rate  changes.

                    (b)  Landlord may re-let all or part of the Leased Premises,
               in one or more leases, either in Landlord's own right or as agent
               for  Tenant,  accepting  any rents then obtainable, for a term or
               terms that may be greater or less than the balance of the Term of
               this Lease, and Landlord may grant reasonable concessions or free
               rent  for  a reasonable period of time without affecting Tenant's
               liability  for  Rent  under this Lease if such concessions and/or
               free rent are reasonably required to induce tenants to enter into
               leases.

                    (c)  Landlord  may  make  such  alterations,  repairs  and
               improvements  to  the Leased Premises that it considers advisable
               and  necessary  in  its  reasonable  business discretion, for the
               purpose  of  reletting the Leased Premises, and the costs of such
               work  shall  be  considered  Default  Damages.  Such alterations,
               repairs  and  improvements  shall  not operate or be construed to
               release  Tenant  from  any  liability  under  this  Section.


                                       19
<PAGE>
                    (7)  Any  action  taken by Landlord under this Section shall
               not  waive  any right that Landlord might have against Tenant for
               Rent reserved in this Lease or otherwise, and Tenant shall remain
               responsible to Landlord for any cost, loss and damage suffered by
               Landlord  by  reason  of  Tenant's  default  or  breach.

     14.2     If  Tenant fails to pay, when due, for any repairs or improvements
to  the Leased Premises made by Tenant (to the extent that such repairs were the
responsibility  of  Tenant  hereunder),  or  if  Tenant  fails to pay any of the
charges that Tenant is obligated to pay by the terms of this Lease, or if Tenant
fails  to make repairs that are Tenant's responsibility as herein provided, then
in  addition  to all other remedies provided by this Lease, Landlord may, but is
not  obligated to, upon Tenant's failure to cure such default within thirty (30)
days  after  Tenant's  receipt  of  notice  from  Landlord  that  specifies  the
particular  default  complained  of, pay any such charges and make such repairs,
and  the  amount  or  amounts  so paid or expended therefor shall become due and
payable  as  additional  rent  immediately  upon  demand  by  Landlord.

     14.3     The  various  rights  and  remedies  reserved  by Landlord by this
Lease,  or  allowed  by  law,  shall  be cumulative, and no delay or omission to
exercise any rights by Landlord shall be construed as a waiver of any default or
acquiescence  therein.  No  waiver by Landlord or any breach of any provision of
this  Lease  shall be deemed for any purpose to be a waiver of any breach of any
other  provision  hereof, nor of any continuing or subsequent breach of the same
provision.


                                   ARTICLE 15
                                   ----------

                            ASSIGNMENT AND SUBLETTING
                            -------------------------

     15.1     Tenant shall not assign this Lease in whole or in part, nor sublet
the  Leased  Premises  in whole or in part, without the prior written consent of
Landlord,  which  consent  shall  not  be  unreasonably withheld, conditioned or
delayed.  Except  as  permitted under Section 15.2 below, the within prohibition
against  transfer  without  the  Landlord's  prior  written consent includes any
subletting  or  assignment  which  would  otherwise  occur  by operation of law,
merger,  consolidation,  reorganization,  transfer  or  other change of Tenant's
corporate  or  proprietary  structure,  or  an assignment, subletting to or by a
receiver  or  trustee  in  any federal or state bankruptcy, insolvency, or other
proceedings.  The  consent  by  Landlord  to any assignment, subletting or other
transfer  above  described  shall not constitute a waiver of the requirement for
such  consent  to  any  subsequent assignment, subletting or other transfer. Any
assignment,  subletting  or  other  transfer, even with the consent of Landlord,
shall  not relieve Tenant from primary liability for the payment of rent or from
the  primary  obligation  to  keep  and  be  bound  by the terms, conditions and
covenants  of  this  Lease.

     15.2     Notwithstanding  anything  to  the  contrary  herein,  Tenant may,
without  Landlord's  prior written consent, but upon not less than ten (10) days
prior  notice  to  Landlord,  assign this Lease to, or sublet all or part of the
Premises  to  any  entity  which  controls,  is  controlled by or under a common
control  with  Tenant,  a  "successor entity" or an "affiliate". For purposes of
this


                                       20
<PAGE>
Section,  a  "successor  entity"  shall mean (x) a corporation or other business
entity  into which or with which Tenant, its successors or assigns, is merged or
consolidated,  in accordance with applicable statutory provisions for the merger
or  consolidation  of  corporations,  provided  that  by  operation of law or by
effective  provisions  contained  in instruments of merger or consolidation, the
liabilities of the corporations or other business entities participating in such
merger  or consolidation are assumed by the corporation or other business entity
surviving  such  merger  or consolidation or (y) a corporation or other business
entity  acquiring  all  or substantially all of the stock or any other ownership
interest  of  Tenant,  or  all or substantially all of the assets of Tenant, its
corporate  successors or assigns, including the leasehold estate created by this
Lease,  and assuming the obligations of Tenant under this Lease. For purposes of
this  Section,  an  "affiliate"  shall  mean  any entity which is controlled by,
controlling  or  under  common  control  with  the  Tenant.



                                   ARTICLE 16
                                   ----------

                                      SIGNS
                                      -----

     Tenant  may, but only with the consent of Landlord, which consent shall not
be  unreasonably  withheld,  delayed  or  conditioned, attach to the Building or
other suitable places on the Leased Premises signs of reasonable size displaying
Tenant's  name  and  business.  Tenant agrees to have said signs comply with all
requirements  of  appropriate  governmental  authorities  and  the  Protective
Covenants  and  to obtain all necessary permits or licenses with respect to said
signs.  At  the  termination of this Lease, Tenant agrees to remove, at Tenant's
sole  expense,  all  signs  erected by Tenant and to repair any damage caused by
such  removal.

                                   ARTICLE 17
                                   ----------

                              ENVIRONMENTAL MATTERS
                              ---------------------

     17.1 Tenant  represents,  warrants  and  covenants  as  follows:

          (a)  Tenant  shall  not  use,  store,  handle,  manage,  discharge, or
     otherwise  place  or  dispose  of,  or  cause  to be used, stored, handled,
     managed,  discharged,  or  otherwise  placed  or disposed of, on, in, into,
     under  or at the Premises, the Building or the Land any Hazardous Materials
     in violation of any Environmental Law, or in a manner so as to be dangerous
     to  or  adversely  impact  public  health  or  the  environment.

          (b)  Tenant  shall remove, in accordance with applicable Environmental
     Laws,  any  and  all Hazardous Materials and unused manufacturing materials
     which  Tenant has caused or knowingly permitted to be placed, held, located
     or  disposed of in, on, under or at the Premises, the Building, or the Land
     upon  expiration  or  earlier  termination  of  this  Lease.


                                       21
<PAGE>
          (c)  Tenant  shall  keep  the  Premises, the Building and the Land and
     every  part  thereof  free  from  any  lien  or encumbrance, or judicial or
     administrative  order imposed pursuant to any Environmental Law as a result
     of  Tenant's  actions  or  omissions  during  the  Term.

          (d) If Tenant fails to comply with the provisions of Article 17, or if
     Tenant  causes  or  contributes to any contamination of any media on, at or
     under the Premises, the Building or the Land, including air, surface water,
     groundwater,  or  soil,  from Hazardous Materials, Tenant shall remedy such
     non-compliance  or  contamination to the extent caused by or contributed to
     by  Tenant (including but not limited to the clean-up, removal and disposal
     of  the  Hazardous  Material  causing  the  non-compliance  or  causing  or
     contributing  to the contamination), and repair any damage to the Premises,
     the  Building  or  the Land in compliance with all applicable Environmental
     Laws  and  within  such  period  of  time  as is required by law, or if not
     specified  by  law, as is reasonable under the circumstances. Upon an event
     triggering  Tenant's  obligations  under  this  provision,  Tenant  shall
     immediately  provide  written  notice  to Landlord of such event and shall,
     upon  request  of  Landlord, provide Landlord with all relevant information
     regarding  the  event,  including  all  investigations, communications with
     governmental  authorities,  work  plans and evidence documenting compliance
     with  this  provision.

          (e)  Tenant  shall  be  solely  responsible  for the proper and lawful
     disposition  of  all  waste  materials,  including but not limited to solid
     wastes  and  hazardous  wastes (including universal wastes as defined in 40
     CFR  Section 273.6) generated, handled or stored by Tenant during the Term.

          (f) Tenant shall indemnify and hold harmless Landlord from and against
     any  and  all  liabilities,  damages, costs, claims, expenses, demands, and
     actions  arising  out  of:  (i)  Tenant's  breach  or  violation  of  or
     non-compliance with any Environmental Law applicable to Tenant's operations
     or occupancy at the Premises, the Building or the Land during the Term; and
     (ii)  any  order,  deficiency notice, violation notice, clean-up request or
     demand,  or  other  remediation  or  removal requirement of, or any lien or
     encumbrance,  imposed by any judicial body or governmental authority having
     jurisdiction  under  Environmental Laws relating to any Hazardous Materials
     caused  by Tenant's acts or omissions during the Term to be present on, in,
     under  or  at the Premises. Notwithstanding anything else contained in this
     Lease,  this  indemnity shall survive the expiration or earlier termination
     of  this  Lease.

     17.2     Definition  of Hazardous Materials. The term "Hazardous Materials"
              ----------------------------------
shall mean any substance or waste containing hazardous substances, pollutants or
contaminants  as  those  terms  are  defined  in the Comprehensive Environmental
Response,  Compensation and Liability Act, 42 U.S.C. Sec. 9601  et seq., and any
                                                                -- ---
other substance regulated by any other Environmental Law or similarly defined or
identified  in  any  other  Environmental  Law.  This  definition is intended to
include,  but  is  not  limited  to,  asbestos,  asbestos-containing  materials,
petroleum  or  petroleum-based  products,  polychlorinated  biphenyls (PCBs) and
radon.


                                       22
<PAGE>
     17.3     Definition  of  Environmental  Laws. The term "Environmental Laws"
              -----------------------------------
shall  mean  all  applicable  federal,  state or local laws, rules, regulations,
ordinances,  judgments,  orders,  decrees  or by-laws governing the manufacture,
import,  use,  management, handling, storage, processing, release or disposal of
substances  or  wastes  deemed  by  any  governmental authority to be hazardous,
toxic,  dangerous or injurious to public health or to the environment, including
those governing water quality, air quality, solid waste management, hazardous or
toxic  substances,  and  the  protection  of  health  or  the  environment.


                                   ARTICLE 18
                                   ----------

                            ACCESS TO LEASED PREMISES
                            -------------------------

     Landlord  shall  have  the  right  of  access  to  the  Leased  Premises at
reasonable  times  during  Tenant's  normal business hours upon reasonable prior
notice  (except in cases of emergency when no notice shall be required), for the
purposes  of  examination  and  inspection,  making  repairs,  alterations  or
improvements  to  the  extent required or permitted herein, or exercising any of
the  rights  of Landlord under this Lease. Landlord may show the Leased Premises
to  prospective  purchasers and mortgagees and, during the nine (9) months prior
to  the  expiration  of  this Lease, to prospective tenants, at reasonable times
during  Tenant's  normal  business hours upon reasonable prior notice to Tenant.


                                   ARTICLE 19
                                   ----------

                             MORTGAGE SUBORDINATION:
                             -----------------------
                      NONDISTURBANCE; BANK'S RIGHT TO CURE
                      ------------------------------------

     19.1     Unless  Lender  shall otherwise elect as provided in Section 19.2,
Tenant's rights under this Lease are and shall remain subject and subordinate to
the  operation  and  effect  of  any  current  or  future  Mortgage.  Tenant's
acknowledgment  and  agreement  of subordination provided for in this Section is
self-operative  and  no  further  instrument of subordination shall be required.
However,  Tenant  shall  execute  such  further  assurances  and  agreements  of
subordination  as shall be requisite or as may be requested from time to time by
Landlord  or  a  Lender.  In  the event Tenant fails to execute any such further
assurance  or  agreement  requested  within ten (10) days after demand therefor,
Tenant  does  hereby  make,  constitute  and irrevocably appoint Landlord as its
attorney-in-fact  and  in its name, place and stead for the purpose of executing
any  such  further  assurance or agreement of subordination. Notwithstanding the
above,  any  such subordination shall provide that so long as Tenant timely pays
any  rent or any other sums due under this Lease and is not otherwise in default
hereunder  in  any  respect after the lapse of all applicable grace periods, the
holder  of  such  mortgage,  its  successors and assigns will attorn to Tenant's
rights  under  this  Lease,  will  not disturb Tenant's possession of the Leased
Premises.

     19.2     If  Lender  shall  so  elect by written notice to Tenant or by the
recording  of a unilateral declaration of subordination, this Lease and Tenant's


                                       23
<PAGE>
rights  hereunder  shall be superior and prior in right to the Mortgage of which
such Lender has the benefit, with the same force and effect as if this Lease had
been  executed,  delivered  and  recorded  prior  to the execution, delivery and
recording of such Mortgage, subject, nevertheless, to such reasonable conditions
as  may  be  set  forth  in  any  such  notice  of  declaration.

     19.3     If  any person shall succeed to all or part of Landlord's interest
in  the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure,
power  of  sale,  termination  of  lease,  or  otherwise  and if so requested or
required by such successor in interest, Tenant shall attorn to such successor in
interest  and shall execute such agreement in confirmation of such attornment as
such  successor  in  interest  shall  reasonably  request.

     19.4     "Mortgage"  means  (i)  any  lease  of  land  only  or of land and
buildings  in  a  sale-leaseback  transaction  involving  all or any part of the
Premises,  or  (ii)  any  mortgage,  deed  of trust or other security instrument
constituting a lien upon all or any part of the Premises, whether the same shall
be  in  existence  as  of the date hereof or created hereafter. "Lender" means a
party having the benefit of a Mortgage, whether as lessor, mortgagee, trustee or
noteholder.

     19.5     Tenant  agrees, upon the written request of Lender or Landlord, to
send  to  Lender  a  copy  of  all  notices sent to Landlord which relate to any
claimed  default  by Landlord hereunder or otherwise relate to this Lease, other
than  routine  correspondence.  Provided  Lender or Landlord has provided Tenant
with  such  written request, Tenant may not terminate this Lease or exercise any
other  remedies  available  to  Tenant  as  a  result  of  a default by Landlord
hereunder  unless  Tenant has sent to Lender, simultaneously with the sending of
the  aforesaid  notice  to  Landlord, a copy of the aforesaid notice to Landlord
relating  to  the  claimed  default by Landlord hereunder. Lender shall have the
right,  but  not  the obligation, to cure any default of the Landlord under this
Lease  and  Tenant shall accept such performance by or on behalf of Lender as if
the  same  had  been  made  by  Landlord.


                                   ARTICLE 20
                                   ----------

                                  HOLDING OVER
                                  ------------

     If  Tenant  shall,  after  the  expiration of the term of this Lease or any
renewal  or  extension  thereof,  continue  to  occupy  or  remain in the Leased
Premises  without a written agreement having been entered into, any such holding
over shall be deemed a tenancy at sufferance and otherwise subject to all of the
terms,  conditions  and  covenants  of  this  Lease  to  the  extent they remain
applicable  except that the Base Rent payable during such tenancy shall be equal
to  one hundred fifty percent (150%) times  the  Base Rent in effect immediately
prior  to  Tenant's  holding over. In addition to all of the rights of Landlord,
Landlord shall be specifically entitled to collect from Tenant any damages which
Landlord  may  suffer as a result of Landlord being unable to timely deliver the
Leased  Premises  to  a  new  tenant  as  a  result  of  Tenant's  holding over.


                                       24
<PAGE>
                                   ARTICLE 21
                                   ----------

                                     NOTICE
                                     ------

     Whenever  this  Lease  calls  for any request, notice, consent, approval or
demand  to  be  given  or  served  on  either party to this Lease, such request,
notice,  consent,  approval  or  demand  shall be in writing, shall specifically
reference the date of this Lease, the name of the original Landlord, the name of
the  current  Landlord  and  the  address  of  the  Leased Premises and shall be
delivered  (a)  personally,  (b) by certified mail, return receipt requested, or
(c)  by  "next day" delivery service if receipted therefor, or (d) via facsimile
if a confirmation of such facsimile is received and such notice is also provided
by  one  of  the  other  three  methods,  addressed  as  follows:

        To  Landlord:      Kelsey  Hayes  Company
                           c/o  TRW  Automotive  Electronics
                           24175  Research  Drive
                           Farmington  Hills,  Michigan  48335_2642
                           Tel:   248.426.3031
                           Fax:   248.442.5290
                           Attn:  Vice  President,  Finance
                           Copy to: Vice President and Assistant General Counsel

        with  a  copy  to: TRW  Inc.
                           1900  Richmond  Road
                           Lyndhurst,  Ohio  44015
                           Tel:  216.291.7000
                           Fax:  216.291.7070
                           Attn:  Vice  President,  Real  Estate

        To  Tenant:        Measurement  Specialties,  Inc.
                           80  Little  Falls  Rd.
                           Fairfield,  New  Jersey  07004
                           Tel:  973.808.1819
                           Fax:  973.808.1787
                           Attn:  Chairman

        with a copy to:McCarter  &  English,  LLP
                           Four Gateway Center
                           100 Mulberry Street
                           Newark,  New  Jersey  07101-0652
                           Attn:  Kenneth  E.  Thompson
                           Tel:  973.622.4444
                           Fax:  973.624.7070


                                       25
<PAGE>
                           and

                           John D. Arnold, Esq.
                           The  Offices  of  John D. Arnold
                           104  Highland  Terrace
                           Woodside,  California  94062

or  elsewhere,  as  the  respective  parties  may from time to time designate in
writing.  All  notices  shall be deemed given on the earlier of when received or
three  (3)  postal  delivery days after depositing such notice, postpaid, in the
United  States  mail, one business day after such is deposited with a "next day"
delivery service or, if by facsimile, on the date reflected on the confirmation.


                                   ARTICLE 22
                                   ----------

                          RECORDING - SHORT FORM LEASE
                          ----------------------------

     This  Lease shall not be recorded by either party hereto. The parties will,
however,  at  any  time at the request of either party, without charge, promptly
execute  duplicate  originals  of  an instrument, in recordable form, which will
constitute  a  short  form  of  lease and which shall be used for the purpose of
giving  public notice of this Lease by recording. Such short form of lease shall
set  forth  a  description  of  the Leased Premises, the term of this Lease, any
options  to  extend  or  renew  the  term  of this Lease, and any other portions
hereof,  except  the  rental  provisions (unless required by statute), as either
party  may request. If either party fails or refuses to execute, acknowledge and
deliver  a  short  form  of  lease  in  accordance with the requirements of this
Article  within fifteen (15) days after the request of the other party to do so,
then  the  requesting  party  is  hereby  authorized,  and  is  hereby appointed
attorney-in-fact  with  full  power  and  authority, to execute, acknowledge and
deliver  said  short  form  of  lease  on behalf of and in the name of the other
party.  All recording fees and taxes required to be paid in regard to such short
form  of  lease  shall  be  paid  by  the  party  desiring  to  record  such.


                                   ARTICLE 23
                                   ----------

                  APPLICABLE LAW AND CONSTRUCTION OF PROVISIONS
                  ---------------------------------------------

     This  Lease  shall be governed by and construed under the laws of the State
of Virginia. The captions used in this Lease are for convenience only and do not
in  any  way  modify,  limit  or  amplify  the  terms and provisions hereof. The
language in all parts of this Lease shall in all cases be construed according to
its  fair meaning and not strictly for or against either Landlord or Tenant, and
the  construction  of  this  Lease  and  any  of its various provisions shall be
unaffected  by any argument or claim, whether or not justified, that it has been
prepared,  wholly  or in substantial part, by or on behalf of either Landlord or
Tenant.


                                       26
<PAGE>
                                   ARTICLE 24
                                   ----------

                                  SEVERABILITY
                                  ------------

     Any  provision  of  this  Lease  that proves to be invalid, void or illegal
shall in no way affect, impair, or invalidate any other provision(s) hereof, and
such  other  provision(s)  shall  remain  in  full  force  and  effect.


                                   ARTICLE 25
                                   ----------

                                    AUTHORITY
                                    ---------

     Each  individual  executing  this Lease hereby represents and warrants that
(a)  the  entity on whose behalf such individual is executing this Lease is duly
formed  and  validly existing, (b) the entity on whose behalf such individual is
executing  this Lease has full right and authority to enter into this Lease, and
(c)  such  individual is duly authorized to execute this Lease on behalf of such
entity.


                                   ARTICLE 26
                                   ----------

                            RELATIONSHIP OF PARTIES
                            -----------------------

     The  relationship  between  Landlord  and Tenant created hereunder shall be
that  of  lessor and lessee and nothing shall be construed as creating any joint
venture  or  partnership.

                                   ARTICLE 27
                                   ----------

                              INTENTIONALLY DELETED
                              ---------------------


                                   ARTICLE 28
                                   ----------

                                  FORCE MAJEURE
                                  -------------

     Neither  party  hereto  shall be required to perform any term, condition or
covenant  of  this  Lease as long as such performance is delayed or prevented by
"Force  Majeure",  which shall mean "Acts of God, strikes, lockouts, material or
labor restrictions imposed by any governmental authority, shortage or materials,
civil  riot  or  any other cause not reasonably within the control of such party
and  which, by the exercise of due diligence, such party is unable, wholly or in
part,  to prevent or overcome". Force Majeure shall not excuse either party from
the  payment  of  any  monies  due  pursuant  to  the  terms  of  this  Lease.


                                       27
<PAGE>
                                   ARTICLE 29
                                   ----------

                                  COUNTERPARTS
                                  ------------

     This  Lease  may  be  executed in multiple counterparts, all of which shall
constitute  one  and  the  same  Lease.

                                   ARTICLE 30
                                   ----------

                                   SUCCESSORS
                                   ----------

     This Lease shall bind and inure to the benefit of the parties hereto, their
respective  successors, assigns, heirs, executors and administrators, subject to
the  provisions  herein.

                                   ARTICLE 31
                                   ----------

                                ENTIRE AGREEMENT
                                ----------------

     This  Lease  contains  the  entire  agreement  between  the  parties hereto
relating  to the Leased Premises, and supersedes all prior agreements, and shall
not be modified in any manner except by an instrument in writing executed by the
parties  or  their  respective  successors  in  interest.


                                   ARTICLE 32
                                   ----------

                              ESTOPPEL CERTIFICATES
                              ---------------------

     At  any time and from time to time, within ten (10) days after either party
shall  request  the same, Tenant or Landlord, as the case may be, shall execute,
acknowledge  and  deliver  to  the  other party and to such mortgagee, lender or
other  party  as  may  be designated by Tenant or Landlord, a certificate in the
form as Tenant or Landlord may request, with respect to matters relating to this
Lease  or  the  status of performance of obligations of the parties hereunder as
may  be  requested  by  Tenant  or  Landlord.


                                   ARTICLE 33
                                   ----------

                                SATELLITE ANTENNA
                                -----------------

     33.1     If  legally  permitted,  Tenant  shall  have the right to erect or
place  a  telecommunications  dish  antenna  (the  "Antenna") on the roof of the
Building  in  accordance  with


                                       28
<PAGE>
the following provisions, which Antenna shall be designed in accordance with the
specifications  to  be  provided  by Tenant and approved by Landlord, Landlord's
approval  not  to  be  unreasonably  withheld,  conditioned  or  delayed.  It is
expressly  understood and agreed, in any event, that design specifications shall
include  such modifications to the roof and shall be incorporated in the cost of
installation  as  herein  provided. In the event such installation shall, in the
reasonable  opinion  of  Landlord,  impair the structural integrity of the roof,
roof  membrane  and/or  Building,  Landlord  reserves  the  right  to disapprove
Tenant's  plans  and  specifications  until  the  same  shall  be  redesigned to
eliminate  Landlord's  objection. With respect to any such redesign of the roof,
any  cost  in  connection  with  maintenance  or  repair which may thereafter be
occasioned as a direct result of the installation or operation of the Antenna or
by  reason  of the Antenna being located on the roof such as damage resulting to
the Antenna and/or Building from hurricane or high wind shall be paid for at the
sole  cost  and  expense  of the Tenant and shall not be included as part of the
Operating  Expenses.  Tenant shall furnish detailed plans and specifications for
the  Antenna  to  Landlord  for  its  approval,  which  approval  shall  not  be
unreasonably  withheld,  conditioned or delayed, provided Landlord may condition
its consent by requiring that the Antenna be adequately screened or enclosed (at
Tenant's sole cost and expense) on the roof at such location as is designated by
Landlord  in the least conspicuous location of all acceptable locations in which
the  Antenna  might  be  located.

     33.2     Upon  approval  of  Tenant's plans and specifications, the Antenna
shall  be  installed  by  Tenant  at  its  sole  cost  and expense and utilizing
Landlord's  roofing  contractor,  subject  to reasonable supervision by Landlord
with  respect thereto. Such cost and expense shall include obtaining any special
permits  that  may be required by governmental authority in connection with such
installation,  including  any  reasonable  cost  attributable  to the processing
thereof. Subsequent to the installation of the Antenna, Tenant shall comply with
applicable  laws and keep the Premises free and clear from liens arising from or
related  to  Tenant's  installation.  Any  cables,  conduits  or  other physical
connections  between  the  Antenna  and  the  Premises shall be concealed within
permanent  walls,  floors, columns and ceilings of the Premises and the Building
and  in  the  shafts  of  the  Premises  and  the  Building  provided  for  such
installations,  not damaging the appearance of the Premises or the Building. Any
installation  or  maintenance  work  performed  by  Tenant's,  or  at  Tenant's
direction,  shall  be performed without unreasonably interfering with Landlord's
or  any  other  tenant's  use  of  the  Building,  and  upon  completion of such
installation  and  maintenance  (initially  and from time to time), Tenant shall
restore  such  portions  of the Building to a condition reasonably comparable to
that  existing  prior  to  such  installation  or  maintenance.  Tenant shall be
responsible  for  procuring  whatever  licenses,  approvals  or  permits  may be
required  for  the  installation  and use of the Antenna and the related support
systems  or  operation  of  any  equipment served thereby, and Landlord makes no
warranties  whatsoever as to the permissibility of such systems under applicable
laws.  Upon termination or expiration of this Lease and unless Landlord requests
Tenant to leave the Antenna, Tenant shall remove the Antenna installed by it, at
its expense, and shall repair and restore the Building to a condition comparable
to that existing prior to such installation other than the removal of cabling or
wiring  within  the  walls  of  the  Building.


                                       29
<PAGE>
                                   ARTICLE 34
                                   ----------

                           LANDLORD'S REPRESENTATIONS
                           --------------------------

     Landlord  hereby  represents  and  warrants  that  (i)  to  the  Landlord's
knowledge,  and  except  for  any  noncompliance  resulting from Tenant's use or
activities  at  the  Property,  the  Property  is,  and  after completion of the
Landlord's  construction,  if  any,  will  be, in compliance with all applicable
laws,  rules  and  regulations  (including but not limited to the Americans with
Disabilities  Act),  and  (ii)  so  long  as Tenant performs every obligation of
Tenant  under  this  Lease,  Tenant  shall  quietly  enjoy  the Premises without
hindrance  by  Landlord  or  anyone  claiming  under  Landlord.


                                   ARTICLE 35
                                   ----------

                               PARKING PRIVILEGES
                               ------------------

     Tenant, in consideration of leasing the Premises, is hereby entitled to one
hundred  ninety-seven (197) parking spaces, of which thirty (30) may be reserved
as  reflected  on  the  drawing  attached  hereto as Exhibit "D"; any additional
parking  spaces  required  or  used  by  Tenant  shall  only  be available after
obtaining  Landlord's  prior  written  approval.  Tenant covenants and agrees to
comply with all reasonable rules and regulations which Landlord may from time to
time  make to assure proper use of parking spaces by permitted users. Landlord's
remedies  under such rules and regulations may include, but shall not be limited
to,  the  right  to  tow  away  at  owner's  expense  any vehicles not parked in
compliance  with  these rules and regulations. Landlord shall have no obligation
to  enforce Tenant's rights to the use of its reserved parking spaces and grants
Tenant  the  lawful  authority  to enforce such rights if Landlord elects not to
undertake  such  enforcement.


                                   ARTICLE 36
                                   ----------

                              LANDLORD'S LIABILITY
                              ---------------------

     Notwithstanding  anything  to  the  contrary contained in this Lease, it is
expressly  understood  and  agreed,  such  understanding  and  agreement being a
significant  and material inducement to the execution of this Lease by Landlord,
that:  (1)  there shall be absolutely no personal liability of whatsoever nature
imposed upon Landlord, or any officer, director, partner, shareholder, member or
manager,  as  the  case  may be, of Landlord or their respective heirs, personal
representatives,  successors  or  assigns,  or  any mortgagee in possession with
respect  to any of the terms, covenants or conditions of this Lease; (ii) in the
event  that  Landlord  shall  commit  a  default  or breach of any of the terms,
covenants  or  conditions  hereof  and  Tenant  shall  obtain a judgment against
Landlord  for such default or breach, Tenant's sole and exclusive remedy for the
enforcement  and  collection  of  such  judgment  shall  be  the  institution of
foreclosure or other appropriate execution proceedings against the Property; and
(iii)  regardless  of  whether  or  not  the  proceedings  described  in  "(ii)"
immediately  above  shall  result  in  a


                                       30
<PAGE>
complete  satisfaction of Tenant's judgment, in no event (whether by proceedings
at law, in equity, administrative proceedings or otherwise) shall any deficiency
or  other  personal  judgment  be  rendered  or  enforced  against Landlord, its
successors  and  assigns, any officer, director, partner, shareholder, member or
manager  of  Landlord, whether their respective heirs, personal representatives,
successors  or  assigns, or any mortgagee in possession. Landlord shall have the
right  to  sell  and  convey its interest in the Property at any time during the
term  of  this  Lease,  subject  to the rights of Tenant hereunder. In the event
Landlord  sells  and  conveys  its  interest  in  the  Property,  the  terms and
conditions  of  this  Lease  shall  survive  such sale and conveyance, provided,
however,  the  sale  shall operate to release Landlord from any future liability
hereunder  except  for  liability  first arising or directly attributable to the
period  prior  to  such  sale  and  conveyance.


     IN  WITNESS  WHEREOF,  Landlord  and Tenant have executed this Lease on the
respective  dates  shown  below.


Witnessed  By:                          LANDLORD:

                                        KELSEY-HAYES  COMIPANY


Sign:/s/ Robert L. Dewelt               By:  /s/  William A. Fullmer
     -----------------------               -----------------------------
Print:   Robert L. Dewelt               Name:     William A. Fullmer
      ----------------------                 ---------------------------
Sign:/s/ Kirk J. Dischino               Title:  Assistant Secretary
     -----------------------                  --------------------------
Print:   Kirk J. Dischino               Date:  as  of  August  4,  2000
     -----------------------


                                        TENANT:

                                        MEASUREMENT  SPECIALTIES,  INC.


Sign:/s/ Kirk J. Dischino               By:  /s/  Joseph R. Mallon, Jr.
     -----------------------               -----------------------------
Print:   Kirk J. Dischino                  Joseph R. Mallon, Jr.
     -----------------------               Chairman and Chief Executive Officer
Sign:/s/ Michael Schluter                  as  of  August 4, 2000
     -----------------------
Print:   Michael Schluter
     -----------------------


                                       31
<PAGE>
                                  EXHIBIT "A"
                                  -----------

                              FLOOR PLAN/SITE PLAN
                              --------------------



<PAGE>
                                EXHIBIT A PAGE 2
                                ----------------

                                [GRAPHIC OMITED]



<PAGE>
                                   EXHIBIT "B"
                                   -----------

                                LEGAL DESCRIPTION
                                -----------------



<PAGE>
                                    EXHIBIT B


     All  of  that  land situated in the Hampton Roads Center, Hampton, Virginia
containing  23.0000  acres  and  more  particularly  described  as  follows:


     Beginning  at  a  point on the west right-of-way line of Magruder Boulevard
thence;  S43'28'58"W,  21.87  feet  to a point on the north right-of-way line of
Butler  Farm  Road;  thence along the existing north right-of-way line of Butler
Farm  Road  S83'44'48"W,  1,025.01  feet  to the true point of beginning; thence
along  the new north right-of-way line at Butler Farm Road and on a curve to the
left whose radius = 2,543.64 feet, central angle = 19'13'23, arc length = 853.40
feet,  chord  length  =  849.40  feet,  chord  bearing  S74'08'07"W, and tangent
distance  =  430.75  feet  to  a  point;  thence  continuing along the new north
right-of-way  line  of  Butler  Farm  Road  S64'31'25"W, 219.23 feet to a point;
thence  along  the existing north right-of-way line of Butler Farm Road and on a
curve  to  the  right  whose  radius 2,968.45 feet, central angle l4'02'43", arc
length  =  727.67 feet, chord length 725.85 feet, chord bearing S71'32'47"W, and
tangent  distance  365.67  feet  to a point; thence N50'32'32"W, 85.35 feet to a
point  on  the  east  right-of-way line of the future North-South corridor road;
thence  along the east right-of-way line of the future North-South corridor road
N00'20'48"E,  955.38  feet to a point; thence N89'39'12"W, 50.00 feet to a point
on the east property line of lands now are or formerly owned by the School Board
of  the  City of Hampton, Virginia; thence along the east property line of lands
now  or  formerly  owned  by  the School Board of the City of Hampton, Virginia,
N00'20'48"E,  65.12  feet to a point; thence S89'39'12"E, 986.22 feet to a point
on  the  west  property  line  of  lands now or formerly owned by the Industrial
Development  Authority  of  the City of Hampton, Virginia; thence along the west
property  line  of  land  now  or  formerly  owned by the Industrial Development
Authority  of the City of Hampton, Virginia, S05'58'22"W. 22.18 feet to a point;
thence continuing along the west properly line of lands now or formerly owned by
the  Industrial  Development  Authority  of  the  City  of  Hampton,  Virginia,
S20'12'19"W,  70.10  feet  to a point; thence continuing along the west property
line  of  lands now or formerly owned by the Industrial Development Authority of
the  City  of  Hampton,  Virginia,  S20'43'20"E,  67.82  feet  to  point; thence
continuing  along  the  west property line of lands now or formerly owned by the
Industrial  Development Authority of the City of Hampton, Virginia, S11'13'24"E,
54.35  feet  to a point; thence continuing along the west property line of lands
now  or  formerly  owned  by the Industrial Development Authority of the City of
Hampton,  Virginia,  S36'21'08"E, 36.83 feet to a point; thence continuing along
the  west  property  line  of  lands  now  or  formerly  owned by the Industrial
Development  Authority of the City of Hampton, Virginia, S18'37'l8"E, 64.00 feet
to  a  point;  thence  continuing  along  the west property line of lands now or
formerly  owned  by the Industrial Development Authority of the City of Hampton,
Virginia,  S04'52'45"E,  64.67 feet to a point; thence continuing along the west
property  line  of  lands  now  or  formerly owned by the Industrial Development
Authority  of the City of Hampton, Virginia, S53'38'55"E, 70.07 feet to a point;
thence continuing along the west property line of lands now of formerly owned by
the  Industrial  Development  Authority  of  the City of Hampton, Virginia, on a
curve  to  the  left whose radius = 1400.00 feet, central angle = 30'04'33", arc
length  =  734.89  feet, chord length = 726.48 feet, chord bearing = S81'12'56"E
and tangent distance = 376.12 feet and returning to the true point of beginning.


<PAGE>
                                   EXHIBIT "C"
                                   -----------

                          DETERMINATION, ADJUSTMENT AND
                          -----------------------------
                             ALLOCATION OF UTILITIES
                             -----------------------

     Utility  charges allocable to the Leased Premises and Tenant's use thereof,
with  the  exception  of  telephones, shall be determined, adjusted from time to
time  and  allocated  in  accordance  with  this  Exhibit  "C."

     Within  thirty  (30)  days after the Commencement Date, Landlord and Tenant
shall  endeavor to agree upon the method and manner of charging utilities (other
than telephones) to Tenant (the "Sharing Formula"). The Sharing Formula shall be
used  by  the  parties  to  determine Tenant's share of utility charges from and
after  the  Commencement Date. Landlord and Tenant shall endeavor to develop the
Sharing Formula directly between themselves by analyzing the utility consumption
in the Building at a time when the same is not occupied by Tenant as compared to
the utility consumption in the Building when the Building is occupied by Tenant.
In  connection  with  such  analysis  Landlord  and Tenant may engage an outside
consultant  to  assist  them  with  such  analysis  and complete a utility usage
analysis  for  the  Building  that  will  include  a recommended and appropriate
utility  usage  allocation  between  Landlord  and  Tenant.

     At  any time during the Term or any Extension Term, but not more often than
annually,  either Landlord or Tenant may request in writing (the "Request Date")
that  the  Sharing  Formula be adjusted, if the party requesting such adjustment
believes, in good faith, that the Sharing Formula no longer fairly and equitably
allocates the utility charges between Landlord and Tenant and thereupon Landlord
and  Tenant  shall  endeavor  to  agree  upon an appropriate modification to and
adjustment  of the Sharing Formula. If the parties are unable to agree upon such
adjustment or modification within thirty (30) days of the request therefor, then
either  party  shall  have  the  right  to  require  that the Sharing Formula be
reviewed  by  an independent third party of recognized competency and experience
in  the fields of utility and energy usage (the "Utilities Consultant") selected
jointly  by  Landlord  and  Tenant  for  the  purposes of determining a fair and
equitable  allocation  of  utility charges which determination may or may not be
consistent  with the methods of determination employed by the parties in or with
respect  to  the  Sharing  Formula  (the "Utilities Review"). If the parties are
unable  to  agree  upon  the  selection  of  the Utilities Consultant, then such
selection  shall  be  submitted to arbitration in accordance with the provisions
set  forth  below.

     The Utilities Review shall be prepared and submitted to Landlord and Tenant
by  the  Utilities  Consultant  not  later  than  forty-five (45) days after the
selection of the Utilities Consultant. Landlord and Tenant shall promptly review
the Utilities Review and provided that both Landlord and Tenant find the same to
be  acceptable the Sharing Formula shall be modified accordingly effective as of
the  Request  Date.

     If Landlord and Tenant should agree upon some, but not all, portions of the
Utilities Review, then the Sharing Formula shall be modified accordingly, to the
extent practicable, in


<PAGE>
accordance  with  the agreed upon portions of the Utilities Review. With respect
to those portions, if any, of the Utilities Review that Landlord and Tenant have
not  agreed upon or with respect to the entire Utilities Review if it is totally
rejected  by  either  party,  then  for  a  period of thirty (30) days after the
issuance  date  of  the  Utilities  Review, the parties shall endeavor to settle
their disagreements concerning the Utilities Review and if they are unable to do
so,  then  the  matters that are in disagreement shall, at the request of either
party,  be  submitted  to  arbitration  in  Hampton,  Virginia with The American
Arbitration  Association  which arbitration shall be held in accordance with the
Commercial  Arbitration Rules of The American Arbitration Association. The costs
and  expenses  of the arbitrator shall be shared equally by Landlord and Tenant,
however,  the  cost  and  expenses incurred individually by Landlord and Tenant,
including legal and other professional fees, shall be the sole responsibility of
the  party  incurring  the  same.



                                        2
<PAGE>