Exhibit 10.22

                              AMENDED AND RESTATED
                          REVOLVING CREDIT, TERM LOAN
                                      AND
                               SECURITY AGREEMENT

          Amended  and  Restated  Revolving  Credit,  Term  Loan  and  Security
Agreement  dated  as  of  February 28, 2001 (this "Agreement") among MEASUREMENT
SPECIALTIES,  INC.,  a  corporation organized under the laws of the State of New
Jersey  ("MSI"),  MEASUREMENT  SPECIALTIES UK LIMITED, a company incorporated in
England  and Wales and a wholly owned subsidiary of MSI ("MSUK" and collectively
with  MSI,  the  "Borrowers"),  SUMMIT BANK ("Summit"), THE CHASE MANHATTAN BANK
("Chase"),  FIRST  UNION  NATIONAL BANK ("First Union") and FIRST UNION NATIONAL
BANK,  as  agent  (in  such  capacity,  "Agent").

          WHEREAS,  MSI, Lenders and Agent are parties to that certain Revolving
Credit,  Term Loan and Security Agreement dated as of August 7, 2000, as amended
(as  so amended, the "Existing Loan Agreement") pursuant to which Lenders agreed
to  extend  to  MSI: (i) a revolving loan and letter of credit facility of up to
FIFTEEN  MILLION  DOLLARS ($15,000,000) (the "Revolving Credit Commitment"), and
(ii) a term loan in the original principal amount of TWENTY FIVE MILLION DOLLARS
($25,000,000)  (the  "Term  Loan");

          WHEREAS,  pursuant to Section 6.17 of the Existing Loan Agreement, MSI
and  the  Lenders  agreed  to negotiate in good faith to establish, within sixty
(60)  days  of  the  date  of the Existing Loan Agreement Closing Date, a credit
facility  for  the  benefit  of  MSUK (the "MSUK Sublimit") to serve its working
capital  needs  and  enable MSUK to repay a portion of the Intercompany Loan (as
hereinafter  defined);

          WHEREAS, pursuant to that certain letter agreement dated September 18,
2000,  MSI,  Lenders  and  Agent,  among other things, agreed to extend the time
frame  for  the  creation  of  the  MSUK  Sublimit  until  December  5,  2000;

          WHEREAS,  pursuant  to that certain letter agreement dated December 5,
2000,  MSI,  Lenders  and  Agent,  among other things, agreed to extend the time
frame  for  the  creation  of  the  MSUK  Sublimit  until  January 31, 2001; and

          WHEREAS,  pursuant  to that certain letter agreement dated January 31,
2001,  MSI,  Lenders  and  Agent,  among other things, agreed to extend the time
frame  for  the  creation  of  the  MSUK  Sublimit  until February 28, 2001; and

          WHEREAS,  in  order  to  implement the MSUK Sublimit, MSI, Lenders and
Agent  have  agreed  that  the  Existing  Loan  Agreement  should be amended and
restated.

          IN  CONSIDERATION  of  the  mutual  covenants  and undertakings herein
contained,  the  parties hereto hereby agree that the Existing Loan Agreement be
amended  and  restated  as  follows:


<PAGE>
1.   DEFINITIONS.
     -----------

     1.1. ACCOUNTING  TERMS.

          Terms  used  in the recitals hereto and not otherwise defined shall be
defined  as  in the Existing Agreement or herein. As used in this Agreement, the
Notes,  or  any certificate, report or other document made or delivered pursuant
to  this  Agreement, accounting terms not defined in Section 1.2 or elsewhere in
this  Agreement and accounting terms partly defined in Section 1.2 to the extent
not  defined,  shall  have  the  respective  meanings  given to them under GAAP;
provided,  however,  whenever such accounting terms are used for the purposes of
determining  compliance  with  financial  covenants  in  this  Agreement,  such
accounting  terms  shall  be  defined  in  accordance  with  GAAP  as applied in
preparation of the audited financial statements of MSI for the fiscal year ended
March  31,  2000.

     1.2. GENERAL  TERMS.

          For  purposes  of  this  Agreement  the following terms shall have the
following  meanings:

          "Accountants"  shall have the meaning set forth in Section 9.7 hereof.

          "Acquired Entity" shall mean any business, assets or Person subject to
an  Acquisition  permitted  under  Section  7.11.

          "Acquisition"  shall  mean  any  transaction, or any series of related
transactions,  consummated after the date of this Agreement, by which MSI and/or
any  of  its  Subsidiaries  (a)  acquires any going business or entity or all or
substantially  all of the assets of any corporation, partnership, joint venture,
limited  liability  company  or  other  firm or any division of any corporation,
partnership, joint venture or other firm or entity or the right to use or manage
or  otherwise  exploit  any such business or assets, whether through purchase or
lease  of  assets,  merger  or  otherwise,  (b)  directly or indirectly acquires
control  of  at  least  a  majority  (in number of votes) of the securities of a
corporation  which  have  ordinary voting power for the election of directors or
(c)  directly or indirectly acquires control of a majority ownership interest in
or  voting  control of any partnership, joint venture, limited liability company
or other firm or entity. The terms "Acquire" and "Acquired" used as a verb shall
have  a  correlative  meaning.

          "Acquisition  Agreements"  shall mean, collectively, (a) the Agreement
of  Purchase  and  Sale including all exhibits and schedules thereto dated as of
August  4,  2000 between TRW Sensors & Components, Inc., a Virginia corporation,
as  seller  and  MSI,  as  buyer,  and  (b) the U.K. Purchase and Sale Agreement
including  all exhibits and schedules thereto dated as of August 4, 2000 between
MSUK,  as  buyer,  and  TRW  Limited  and  Lucas  Schaevitz Limited, as sellers.

          "Acquisition  Transaction" shall have the meaning set forth in Section
2.2(i).

          "Advances"  shall  mean  and  include the Revolving Advances, the Term
Loan  and  the  Letters  of  Credit.

          "Advance  Rates"  shall  mean,  collectively,  the Receivables Advance
Rate,  the  Canadian Receivables Advance Rate, the MSUK Receivables Advance Rate
and  the  Inventory  Advance  Rate.


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<PAGE>
          "Affiliate"  of  any  Person  shall  mean (a) any Person (other than a
Subsidiary)  which,  directly or indirectly, is in control of, is controlled by,
or is under common control with such Person, or (b) any Person who is a director
or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of
any  Person  described  in  clause  (a)  above. For purposes of this definition,
control  of a Person shall mean the power, direct or indirect, (x) to vote 5% or
more  of  the  securities  having  ordinary  voting  power  for  the election of
directors  of  such  Person,  or  (y)  to  direct  or cause the direction of the
management  and  policies  of  such  Person  whether  by  contract or otherwise.

          "Agent"  shall  have  the  meaning  set  forth in the preamble to this
Agreement  and  shall  extend  to  all  successor  and  assigns  of such Person.

          "Assignments  of Patents" shall mean, collectively, the assignments of
patents each dated as of August 7, 2000 executed by MSI and Sensors to the Agent
for  the  ratable benefit of the Lenders, and any assignment of patents executed
by any Obligor to the Agent for the ratable benefit of the Lenders subsequent to
the  date  hereof,  as  any  of  them  may be amended, supplemented or otherwise
modified  from  time  to  time.

          "Assignments  of  Trademarks"  shall mean the assignment of trademarks
dated  as of August 7, 2000 executed by MSI to the Agent for the ratable benefit
of  the  Lenders and any assignment of trademarks executed by any Obligor to the
Agent  for  the ratable benefit of the Lenders subsequent to the date hereof, as
any  of  them  may  be  amended, supplemented or otherwise modified from time to
time.

          "Assignment  and  Assumption  Agreement"  shall mean an Assignment and
Assumption  Agreement  by and among a Purchasing Lender, a Transferor Lender and
the Agent, as Agent and on behalf of the remaining Lenders, substantially in the
form of Exhibit 1.1(A), as amended, supplemented or otherwise modified from time
to  time.

          "Authority"  shall  have  the  meaning  set  forth in Section 4.19(d).

          "Blocked  Accounts"  shall  have  the  meaning  set  forth  in Section
4.15(h).

          "Borrowers"  shall  have the meaning set forth in the preamble to this
Agreement  and  shall  extend  to  all  permitted successors and assigns of such
Persons.

          "Borrowers' Accounts" shall have the meaning set forth in Section 2.9.

          "Borrowing  Base"  shall  have the meaning set forth in Section 2.1(a)

          "Borrowing  Base  Certificate"  shall  have  the  meaning set forth in
Section  2.1(b)  hereto.

          "Business Day" shall mean with respect to LIBOR Rate Loans, any day on
which  commercial  banks  are  open  for  domestic  and  international business,
including  dealings in Dollar deposits in London, England and New York, New York
and  with  respect  to  all  other  matters,  any  day other than a day on which
commercial  banks  in  New  Jersey  are  authorized or required by law to close.

          "Canadian  Eligible  Receivable" shall mean any Eligible Receivable in
which  the  Customer  is  located  in  Canada.


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<PAGE>
          "CERCLA"  shall  mean  the  Comprehensive  Environmental  Response,
Compensation  and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601 et seq.

          "Change  in  Control"  shall  mean  (i)  with  respect to MSI: (a) the
acquisition  of ownership, directly or indirectly, beneficially or of record, by
any  Person  or group (within the meaning of the Securities Exchange Act of 1934
and  the rules of the Securities and Exchange Commission thereunder as in effect
on  the  date  hereof), of shares representing more than twenty percent (20%) of
the  aggregate  ordinary  voting power represented by the issued and outstanding
capital  stock of MSI; or (b) occupation of a majority of the seats on the board
of  directors  of  MSI by Persons who were neither (1) nominated by the board of
directors  of  MSI  nor  (2)  appointed by directors so nominated; and (ii) with
respect  to  any  other  Obligor,  any  merger, consolidation, or sale of all or
substantially  all  of the property or assets of or any other circumstance which
results in a change from the date hereof in MSI's or any other Obligor's ability
to  directly  or  indirectly: (x) to vote 100% of the securities having ordinary
voting  power  for  the  election  of directors of such other Obligor, or (y) to
direct  or  cause  the  direction  of  the management and policies of such other
Obligor  by  contract  or  otherwise.

          "Charges"  shall  mean  all  taxes,  charges, fees, imposts, levies or
other  assessments, including, without limitation, all net income, gross income,
gross  receipts,  sales,  use,  ad  valorem,  value  added, transfer, franchise,
profits,  inventory,  capital  stock, license, withholding, payroll, employment,
social security, unemployment, excise, severance, stamp, occupation and property
taxes,  custom  duties, fees, assessments, liens, claims and charges of any kind
whatsoever,  together  with  any interest and any penalties, additions to tax or
additional  amounts,  imposed  by  any  taxing  or  other authority, domestic or
foreign (including, without limitation, the Pension Benefit Guaranty Corporation
or  any  environmental agency or superfund), upon the Collateral, any Subsidiary
Collateral,  MSI,  any  other  Obligor  or  any  Affiliates of MSI or such other
Obligor.

          "Chase"  shall  mean  The  Chase  Manhattan  Bank,  a New York banking
corporation.

          "Closing  Date"  shall  mean  the  date  hereof.

          "Code"  shall  mean the Internal Revenue Code of 1986, as amended from
time  to  time  and  the  regulations  promulgated  thereunder.

          "Collateral"  shall  mean  and  include all assets of MSI now owned or
hereafter  acquired  or  arising including, without limitation, all of MSI's now
owned  or  hereafter  acquired  or  arising:

               (a)  Receivables;

               (b)  Equipment;

               (c)  General  Intangibles;

               (d)  Inventory;

               (e)  Leasehold  Interests  (other  than  MSI's interest as tenant
under  the  Norristown,  Pennsylvania  lease);

               (f)  right, title and interest in and to (i) its respective goods
and  other  property  including, but not limited to, all merchandise returned or
rejected  by  Customers,  relating to or securing any of the Receivables and any


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<PAGE>
and  all  Collateral (as defined under the Stock Pledge Agreements); (ii) all of
MSI's  rights  as a consignor, a consignee, an unpaid vendor, mechanic, artisan,
or  other  lien  or,  including  stoppage in transit, setoff, detinue, replevin,
reclamation  and  repurchase;  (iii)  all additional amounts due to MSI from any
Customer  relating  to  the Receivables; (iv) other property, including warranty
claims, relating to any goods securing this Agreement; (v) all of MSI's contract
rights,  rights  of  payment  which  have  been  earned  under a contract right,
instruments,  documents,  chattel  paper,  warehouse receipts, deposit accounts,
money,  securities  and  investment  property, including all indemnity and other
rights for the benefit of MSI with respect to the Acquisition Agreements and all
of  MSI's  rights  under  the  Intercompany  Note  and under the Second Mortgage
Debenture;  (vi)  if and when obtained by MSI, all real and personal property of
third  parties  in  which  MSI  has  been granted a lien or security interest as
security  for  the  payment  or  enforcement of Receivables; and (vii) any other
goods,  personal  property  or  real property now owned or hereafter acquired in
which MSI has expressly granted a security interest or may in the future grant a
security  interest  to  Agent,  for  the benefit of Lenders hereunder, or in any
amendment  or supplement hereto or thereto, or under any other agreement between
Agent  or  any  Lender  and  MSI;

               (g)  ledger sheets, ledger cards, files, correspondence, records,
books of account, business papers, computers, computer software (owned by MSI or
in  which  it  has  an  interest), computer programs, tapes, disks and documents
relating  to  (a),  (b),  (c),  (d),  (e),  or  (f)  of  this  Paragraph;  and

               (h)  all  proceeds  and products of (a), (b), (c), (d), (e), (f),
and  (g) in whatever form, including, but not limited to: cash, deposit accounts
(whether  or  not  comprised  solely  of  proceeds),  certificates  of  deposit,
insurance  proceeds  (including  hazard, flood and credit insurance), negotiable
instruments  and  other  instruments  for  the  payment of money, chattel paper,
security  agreements,  documents, eminent domain proceeds, condemnation proceeds
and  tort  claim  proceeds.

          "Commitment"  shall  mean  as  to  any  Lender  the  aggregate  of its
Revolving Credit Commitment and Term Loan Commitment, and Commitments shall mean
the  aggregate  of  the Revolving Credit Commitment and Tern Loan Commitments of
all  of  the  Lenders.

          "Consents" shall mean all filings and all licenses, permits, consents,
approvals, authorizations, qualifications and orders of governmental authorities
and other third parties, domestic or foreign, necessary to carry on MSI's or any
other  Obligor's  business, including, without limitation, any Consents required
under  all  applicable  federal,  state  or  other  applicable  law.

          "Consolidated  Funded  Indebtedness"  means,  as  to MSI and the other
Obligors  on  a consolidated basis, all interest bearing Indebtedness (including
capital  leases  and  subordinate  debt).

          "Contingent  Obligations"  means,  as to any Person, any obligation of
such  Person  guaranteeing  or  in effect guaranteeing any Indebtedness, leases,
dividends  or other obligations ("primary obligations") of any other Person (the
"primary  obligor")  in  any  manner, whether directly or indirectly, including,
without  limitation,  any  obligation of such Person, whether or not contingent,
(A)  to purchase any such primary obligation or any property constituting direct
or  indirect  security  therefor,  (B)  to  advance  or supply funds (i) for the
purchase  or  payment of any such primary obligation or (ii) to maintain working


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<PAGE>
capital  or  equity  capital of the primary obligor or otherwise to maintain the
net  worth  or  solvency  of  the  primary  obligor,  (C)  to purchase property,
securities  or services primarily for the purpose of assuring the beneficiary of
any  such  primary  obligation  of  the  ability  of the primary obligor to make
payment  of  such  primary  obligation,  (D)  for  the  obligations of a limited
liability  company  in which such Person is a member, or (E) otherwise to assure
or  hold  harmless  the  beneficiary  of such primary obligation against loss in
respect  thereof;  provided, however, that the term Contingent Obligations shall
not  include  the  endorsement  of  instruments for deposit or collection in the
ordinary  course  of  business. The amount of any Contingent Obligation shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation  in  respect  of  which such Contingent Obligation is made or, if not
stated  or determinable, the maximum reasonably anticipated liability in respect
thereof  as  determined  by  the  Agent  in  good  faith.

          "Contract Rate" shall mean, as applicable, the Revolving Interest Rate
or  the  Term  Loan  Rate.

          "Controlled  Group"  shall  mean  all members of a controlled group of
corporations  and  all  trades or businesses (whether or not incorporated) under
common  control  which,  together  with MSI or Obligors, are treated as a single
employer  under  Section  414  of  the  Code.

          "Corporate  Purpose  Advance"  shall  have  the  meaning  set forth in
Section  2.1(a).

          "Customer"  shall  mean and include the account debtor with respect to
any  Receivable and/or the prospective purchaser of goods, services or both with
respect  to  any contract or contract right, and/or any party who enters into or
proposes  to  enter  into any contract or other arrangement with MSI, Sensors or
MSUK, pursuant to which MSI, Sensors or MSUK is to deliver any personal property
or  perform  any  services.

          "Default"  shall  mean  an  event  which, with the giving of notice or
passage  of  time  or  both,  would  constitute  an  Event  of  Default.

          "Default Rate" shall have the meaning set forth in Section 3.1 hereof.

          "Depository  Accounts"  shall  have  the  meaning set forth in Section
4.15(h)  hereof.

          "Documents" shall have the meaning set forth in Section 8.1(c) hereof.

          "Dollar" and the sign "$" shall mean lawful money of the United States
of  America.

          "Domestic  Rate Loan" shall mean any Advance that bears interest based
upon  the  Prime  Rate.

          "Duty  Deferment  Bond" means the duty deferment bond in the amount of
60,000 issued on or about February 23, 2001 by the Agent for the benefit of MSI,
as  the  same  may  be  renewed,  extended  or  replaced.

          "Earnings Before Interest and Taxes" shall mean for any period the sum
of  (i)  consolidated  net  income  (or  loss) of MSI for such period (excluding
extraordinary  gains),  plus  (ii)  all  consolidated  interest  expense of such
period,  plus  (iii)  all  consolidated  charges  against income of MSI for such
period  for  federal,  state  and  local  income  taxes.


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<PAGE>
          "EBITDA"  shall  mean  for  any  period the sum of (i) Earnings Before
Interest  and  Taxes  for  such  period plus (ii) depreciation expenses for such
period,  plus  (iii)  amortization expenses for such period, all determined on a
consolidated  basis.

          "Eligible Inventory" shall mean and include Inventory, with respect to
MSI  and  Sensors,  valued at the lower of cost or market value, determined on a
first-in-first-out  basis,  which  shall  be raw materials and finished goods as
certified  by  MSI  and Sensors which is not, in Agent's opinion, obsolete, slow
moving or unmerchantable and which Agent, in its sole discretion, shall not deem
ineligible  Inventory,  based  on  such considerations as Agent may from time to
time  deem  appropriate  including, without limitation, whether the Inventory is
subject  to  a perfected, first priority security interest in favor of Agent and
whether  the  Inventory  conforms  to  all standards imposed by any governmental
agency,  division or department thereof which has regulatory authority over such
goods  or  the  use  or  sale  thereof.

          "Eligible  Receivables"  shall  mean  and include with respect to MSI,
Sensors or MSUK, each Receivable of MSI, Sensors or MSUK arising in the ordinary
course  of MSI's, Sensors' or MSUK's respective business and which Agent, in its
reasonable  credit  judgment,  shall deem to be an Eligible Receivable, based on
such  considerations  as  Agent  may  from  time  to  time  deem  appropriate. A
Receivable  shall  not  be  deemed eligible unless such Receivable is subject to
Agent's first priority perfected security interest and no other Lien (other than
Permitted  Encumbrances),  and  is  evidenced by an invoice or other documentary
evidence  satisfactory to Agent. In addition, no Receivable shall be an Eligible
Receivable  if:

               (a)  it  arises  out of a sale made by MSI, Sensors or MSUK to an
Affiliate  or Subsidiary of MSI, Sensors or MSUK or to a Person controlled by an
Affiliate  or  Subsidiary  of  MSI,  Sensors  or  MSUK;

               (b)  it  is  due  or  unpaid  more than sixty (60) days after the
original  due date or greater than ninety (90) days after original invoice date;

               (c)  fifty  percent  (50%) or more of the aggregate amount of all
amounts owed by a particular Customer are overdue more than sixty (60) days from
the  due  date unless extended payment terms are granted, in which case not more
than  fifty  percent  (50%)  of  the  aggregate  amount of all amounts owed by a
particular  Customer  are  more  than ninety (90) days from the original invoice
date,  or  MSI,  MSUK  or  Sensors  has  not  received any notice nor has it any
knowledge  of any facts which adversely affect the credit of such Customer. Such
percentage  may, in Agent's sole discretion, be increased or decreased from time
to  time;

               (d)  any  covenant,  representation or warranty contained in this
Agreement  with  respect  to  such  Receivable  has  been  breached;

               (e)  the  Customer shall (i) apply for, suffer, or consent to the
appointment  of,  or the taking of possession by, a receiver, custodian, trustee
or  liquidator of itself or of all or a substantial part of its property or call
a meeting of its creditors, (ii) admit in writing its inability, or be generally
unable,  to  pay its debts as they become due or cease operations of its present
business,  (iii)  make  a  general assignment for the benefit of creditors, (iv)
commence  a voluntary case under any state or federal bankruptcy laws (as now or
hereafter  in  effect),  (v) be adjudicated a bankrupt or insolvent, (vi) file a
petition  seeking to take advantage of any other law providing for the relief of


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debtors,  (vii)  acquiesce  to, or fail to have dismissed, any petition which is
filed  against  it in any involuntary case under such bankruptcy laws, or (viii)
take  any  action  for  the  purpose  of  effecting  any  of  the  foregoing;

               (f)  the  sale  is  to  a  Customer  outside the United States of
America,  unless  the sale is on letter of credit, guaranty or acceptance terms,
in  each  case  acceptable  to  Agent in its sole discretion and unless the sale
qualifies  as  a  Canadian  Eligible  Receivable  or a MSUK Eligible Receivable;

               (g)  the  sale  to the Customer is on a bill-and-hold, guaranteed
sale,  sale-and-return, sale on approval, consignment or any other repurchase or
return  basis  or  is  evidenced by chattel paper unless the sale qualifies as a
Permitted  Guaranteed  Sale  Arrangement;

               (h)  Agent  believes, in its reasonable judgment, that collection
of such Receivable is insecure or that such Receivable may not be paid by reason
of  the  Customer's  financial  inability  to  pay;

               (i)  the  Customer  is the United States of America, any state or
any  department,  agency  or instrumentality of any of them, unless MSI, MSUK or
Sensors,  as  the  case  may be, assigns its respective right to payment of such
Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended
U.S.C.  Sub-Section  3727  et  seq. and 41 U.S.C. Sub-Section 15 et seq.) or has
otherwise  complied  with  other  applicable  statutes  or  ordinances;

               (j)  the  goods  giving  rise  to  such  Receivable have not been
shipped  and  delivered  to  and accepted by the Customer or the services giving
rise  to  such  Receivable  have  not been performed by MSI, Sensors or MSUK and
accepted  by the Customer or the Receivable otherwise does not represent a final
sale;

               (k)  the  Receivables  of  the  Customer  exceed  a  credit limit
determined  by  Agent, in its sole and reasonable discretion, to the extent such
Receivable  exceeds  such  limit;

               (l)  to  the  extent  the  Receivable  is  subject to any offset,
deduction, defense, dispute, or counterclaim, the Customer is also a creditor or
supplier  of MSI, Sensors or MSUK or the Receivable is contingent in any respect
or  for  any  reason;

               (m) MSI, Sensors or MSUK has made any agreement with any Customer
for  any  deduction  therefrom,  except  for discounts or allowances made in the
ordinary  course  of  business  for  prompt  payment,  all of which discounts or
allowances are reflected in the calculation of the face value of each respective
invoice  related  thereto;

               (n)  shipment  of the merchandise or the rendition of services in
connection  with  such  Receivable  has  not  been  completed;

               (o) any return, rejection or repossession of the merchandise sold
in  connection  with  such  Receivable  has  occurred;

               (p)  such  Receivable  is not payable to MSI, Sensors or MSUK; or

               (q)  such  Receivable  is  not otherwise satisfactory to Agent as
determined  in  good  faith  by  Agent  in  the  exercise of its discretion in a
reasonable  manner.

          "Double  Taxation  Treaty" means any convention between the government
of  the  United  Kingdom  and  any  other government for the avoidance of double
taxation  and  the  prevention of fiscal evasion with respect to taxes on income
and  capital  gains.


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          "Environmental  Complaint" shall have the meaning set forth in Section
4.19(d)  hereof.

          "Environmental  Laws"  shall  mean  all  federal,  state  and  local
environmental,  land  use,  zoning,  health, chemical use, safety and sanitation
laws,  statutes,  ordinances  and  codes  relating  to  the  protection  of  the
environment  and/or  governing  the  use,  storage,  treatment,  generation,
transportation,  processing,  handling,  production  or  disposal  of  Hazardous
Substances  and  the  rules, regulations, policies, guidelines, interpretations,
decisions,  orders  and  directives  of  federal,  state  and local governmental
agencies  and  authorities  with  respect  thereto.

          "Equipment"  shall  mean and include all of MSI's, MSUK's and Sensors'
goods  (other  than  Inventory)  whether  now  owned  or  hereafter acquired and
wherever  located  including,  without  limitation,  all  equipment,  machinery,
apparatus,  motor  vehicles,  fittings, furniture, furnishings, fixtures, parts,
accessories  and  all  replacements  and  substitutions  therefor  or accessions
thereto.

          "ERISA"  shall  mean  the  Employee  Retirement Income Security Act of
1974,  as  amended  from  time to time and the rules and regulations promulgated
thereunder.

          "Event  of Default" shall mean the occurrence of any of the events set
forth  in  Article  X  hereof.

          "Existing  Loan  Agreement  Closing  Date"  means  August  7,  2000.

          "Expiration  Date"  shall mean with respect to the Revolving Advances,
August  7,  2002.

          "Federal  Funds Rate" shall mean, for any day, the weighted average of
the  rates  on  overnight Federal funds transactions with members of the Federal
Reserve  System arranged by Federal funds brokers, as published for such day (or
if  such  day is not a Business Day, for the next preceding Business Day) by the
Federal  Reserve  Bank  of New York, or if such rate is not so published for any
day  which  is  a  Business  Day, the average of quotations for such day on such
transactions  received  by  Agent from three Federal funds brokers of recognized
standing  selected  by  Lender.

          "First Mortgage Debenture" shall mean the Mortgage Debenture dated the
date  hereof  in which MSUK assigns, charges and grants to Agent for the ratable
benefit  of  Lenders  a  continuing  security  interest in and to all Subsidiary
Collateral  of  MSUK,  as  amended,  supplemented or modified from time to time.

          "Fixed  Charge Coverage Ratio" shall mean and include, with respect to
any  fiscal  period, the ratio of (a) EBITDA minus capitalized expenditures made
and  taxes  paid  during  such  period  to  (b) all Senior Debt Payments, all as
determined  on  a  consolidated  basis.

          "Formula  Amount"  shall have the meaning set forth in Section 2.1(a).

          "Form  395 Documents" shall mean, collectively, the Companies Form No.
395  to be filed with Companies House in connection with the registration of the
First  Mortgage  Debenture,  the Second Mortgage Debenture, the applicable Stock
Pledge  Agreement  and  this  Agreement.

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


                                        9
<PAGE>
          "General  Intangibles" shall mean and include all of MSI's, MSUK's and
Sensors' general intangibles, whether now owned or hereafter acquired including,
without  limitation,  all choses in action, causes of action, corporate or other
business  records,  inventions, designs, patents, patent applications, equipment
formulations,  manufacturing procedures, quality control procedures, trademarks,
tradenames,  service  marks, trade secrets, goodwill, copyrights, design rights,
registrations,  licenses,  franchises,  customer  lists, tax refunds, tax refund
claims,  computer  programs,  all claims under guaranties, security interests or
other security held by or granted to MSI or MSUK to secure payment of any of the
Receivables by a Customer all rights of indemnification and all other intangible
property  of  every  kind  and  nature  (other  than  Receivables).

          "Guaranties"  shall  mean,  collectively,  MSI  Guaranty,  the Sensors
Guaranty and any other guaranty agreements executed by any Guarantor in favor of
Agent  and  Lenders,  as  amended,  supplemented  or modified from time to time.

          "Guarantor(s)"  shall mean, individually or collectively, Sensors, MSI
(in  its  capacity as guarantor under the MSI Guaranty) and any other Person who
hereafter  becomes  a  guarantor  of  the  Obligations.

          "Hazardous  Discharge"  shall  have  the  meaning set forth in Section
4.19(d)  hereof.

          "Hazardous  Substance"  shall  mean, without limitation, any flammable
explosives,  radon,  radioactive  materials,  asbestos,  urea  formaldehyde foam
insulation,  polychlorinated  biphenyls,  petroleum  and  petroleum  products,
methane, hazardous materials, Hazardous Wastes, hazardous or Toxic Substances or
related  materials  as defined in CERCLA, the Hazardous Materials Transportation
Act,  as  amended  (49  U.S.C.  Sections 1801, et seq.), or any other applicable
Environmental  Law  of  the  State  of New Jersey, Commonwealth of Pennsylvania,
State  of  California  or any other Official Body and in the regulations adopted
pursuant  thereto.

          "Hazardous  Wastes"  shall  mean  all  waste  materials  subject  to
regulation  under CERCLA, RCRA or applicable state law, and any other applicable
Federal  and  state laws now in force or hereafter enacted relating to hazardous
waste  disposal.

          "Indebtedness"  of a Person shall mean at a particular time, all items
which,  in accordance with GAAP, would be classified as liabilities on a balance
sheet  of such Person as at such time and which constitute, without duplication,
(a)  indebtedness  for borrowed money or the deferred purchase price of property
(other  than  trade  credit extended to such Person for the purchase of goods or
services  rendered  in  the  ordinary  course of business to the extent the same
would  otherwise  constitute Indebtedness), (b) indebtedness evidenced by notes,
bonds, debentures or similar instruments, (c) obligations under leases which, in
accordance  with  GAAP,  are  required to be capitalized on a balance sheet, (d)
obligations  under  conditional  sales  or other title retention agreements, (e)
indebtedness  arising under letters of credit (both documentary and standby) and
acceptance  facilities  and  the face amount of all letters of credit issued for
the account of such Person and, without duplication, all drafts drawn thereunder
to the extent such Person shall not have reimbursed the issuer in respect of the
issuer's  payment  of  such  drafts  (including, with limitation, any Letters of
Credit Outstanding for which such Person is liable), (f) all liabilities secured
by any Lien on any property owned by such Person even though such Person has not


                                       10
<PAGE>
assumed  or  otherwise  become  liable  for  the  payment  thereof  (other  than
carriers',  warehousemen's,  mechanics', repairmen's or other like nonconsensual
liens  arising  in  the ordinary course of business to the extent such liens are
Permitted  Encumbrances)  and  liens  for  taxes, assessments or similar charges
incurred  in  the  ordinary  course  of  business  to  the extent such liens are
Permitted  Encumbrances,  (g)  mandatory obligations of such Person to redeem or
purchase  stock  or  to  purchase  or  repay  Indebtedness,  and  (h) Contingent
Obligations  of  such  Person  in  respect  of  any  of  the  foregoing.

          "Insolvency  Proceeding" shall mean, with respect to any Person, (a) a
case,  action  or proceeding with respect to such Person (i) before any court or
any  other  Official  Body  under  any bankruptcy, insolvency, reorganization or
other  similar  Law now or hereafter in effect, or (ii) for the appointment of a
receiver,  liquidator,  assignee,  custodian, trustee, sequestrator, conservator
(or  similar  official)  of  MSI,  MSUK  or Sensors or otherwise relating to the
liquidation,  dissolution,  winding-up  or  relief  of  such  Person, or (b) any
general  assignment  for  the  benefit  of creditors, composition, marshaling of
assets  for creditors, or other, similar arrangement in respect of such Person's
creditors  generally  or  any  substantial  portion of its creditors; undertaken
under  any  Law.

          "Intercompany  Loan"  shall  mean  the  loan  in  the  amount of up to
$3,421,032  from  MSI to MSUK to finance MSUK's acquisition of certain assets of
the  Seller  and  evidenced  by  the  Intercompany  Note.

          "Intercompany  Note"  means  the demand promissory note dated February
28,  2001  in  the  principal  amount  of  $3,421,032  from  MSUK  to  MSI.

          "Intercreditor Agreement" shall mean the Intercreditor Agreement dated
the  date  hereof  by and among MSI, MSUK and Agent, as amended, supplemented or
modified  from  time  to  time.

          "Interest  Period"  shall  mean  the  interest period provided for any
LIBOR  Rate  Loan.

          "Interest  Rate  Protection" shall mean rate protected loans, options,
customary  swap  or  other  yield  protection  and  prepayment  cost  recovery
agreements,  with  terms  and conditions reasonably acceptable to Agent and MSI.

          "Inventory"  shall  mean and include all of MSI's, MSUK's and Sensors'
now  owned or hereafter acquired goods, merchandise and other personal property,
wherever located, to be furnished under any contract of service or held for sale
or  lease,  all raw materials, work in process, finished goods and materials and
supplies  of  any  kind,  nature  or  description  which are or might be used or
consumed in MSI's, MSUK's and Sensors' business or used in selling or furnishing
such  goods, merchandise and other personal property, and all documents of title
or  other  documents  representing  them.

          "Inventory  Advance  Rate" shall have the meaning set forth in Section
2.1(a)(y)(iii)  hereof.

          "Law"  shall  mean  any  law  (including  common  law),  constitution,
statute,  treaty,  regulation,  rule, ordinance, opinion, release, ruling, order
injunction,  writ,  decree  or  award  of  any  Official  Body.

          "Leasehold  Interests" shall mean all of MSI's and any other Obligor's
right,  title  and  interest  in and to the premises located on Schedule 1.2(a).


                                       11
<PAGE>
          "Lenders"  shall  mean  Summit, Chase, First Union and any other party
who  may  hereafter  become  a lender hereunder and their respective successors,
assigns  and  transferees  as  permitted hereunder, each of which is referred to
herein  as  a  Lender.

          "Letter  of  Credit"  or  "Letters  of  Credit" shall have the meaning
assigned  to  that  term in Section 2.14, together with the Duty Deferment Bond.

          "Letter  of  Credit  Borrowing"  shall  mean  an  extension  of credit
resulting  from  a  drawing under any Letter of Credit which shall not have been
reimbursed  on  the  date  when  made  and  shall not have been converted into a
Revolving  Advance  under  Section  2.15(d).

          "Letter  of  Credit Fees" shall have the meaning assigned to that term
in  Section  2.14(b).

          "Letters  of Credit Outstanding" shall mean at any time the sum of (i)
the  aggregate undrawn face amount of outstanding Letters of Credit and (ii) the
aggregate  amount  of  all  unpaid  and  outstanding  Reimbursement Obligations.

          "LIBOR Rate (Dollars)" shall mean for any LIBOR Rate Loan for the then
current  Interest Period or other period relating thereto, the interest rate per
annum  determined  by Agent by dividing (the resulting quotient rounded upwards,
if  necessary,  to the nearest 1/100th of 1% per annum) (i) the rate of interest
determined by Agent in accordance with its usual procedures (which determination
shall  be  conclusive  absent  manifest  error)  to be the average of the London
interbank  offered  rates  for  U.S.  Dollars  quoted  by  the  British Bankers'
Association  as  set  forth  on  Dow  Jones  Markets  Service (formerly known as
Telerate) display page 3750 (or appropriate successor or if the British Bankers'
Association  or  its  successor  ceases  to  provide  such  quotes, a comparable
replacement  determined  by the Agent) at or about 12:00 p.m.  (showing the rate
as  at 11:00 a.m.) two (2) Business Days prior to the first day of such Interest
Period  for  an amount comparable to such LIBOR Rate Loan and having a borrowing
date  and  a maturity comparable to such Interest Period, by (ii) a number equal
to  1.00  minus  the  Reserve  Percentage.

          "LIBOR  Rate (Pounds Sterling)" shall mean for any LIBOR Rate Loan for
the  then current Interest Period or other period relating thereto, the interest
rate  per  annum determined by Agent by dividing (the resulting quotient rounded
upwards,  if  necessary, to the nearest 1/100th of 1% per annum) (i) the rate of
interest  determined  by  Agent  in  accordance with its usual procedures (which
determination  shall  be  conclusive absent manifest error) to be the average of
the  London  interbank  offered  rates for Pounds Sterling quoted by the British
Bankers'  Association  as set forth on Dow Jones Markets Service (formerly known
as  Telerate)  display  page  3750  (or  appropriate successor or if the British
Bankers'  Association  or  its  successor  ceases  to  provide  such  quotes,  a
comparable replacement determined by the Agent) at or about 12:00 p.m.  (showing
the  rate as at 11:00 a.m.) two (2) Business Days prior to the first day of such
Interest  Period  for  an amount comparable to such LIBOR Rate Loan and having a
borrowing  date  and  a  maturity  comparable to such Interest Period, by (ii) a
number  equal  to  1.00  minus  the  Reserve  Percentage.

          "LIBOR  Rate  Loan"  shall  mean  an  Advance  at  any time that bears
interest  based on the LIBOR Rate (Dollars) or the LIBOR Rate (Pounds Sterling).


                                       12
<PAGE>
          "Lien"  shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment,  security  interest,  lien (whether statutory or otherwise), Charge,
claim  or  encumbrance,  or  preference, priority or other security agreement or
preferential arrangement held or asserted in respect of any asset of any kind or
nature  whatsoever  including, without limitation, any conditional sale or other
title  retention  agreement,  any  lease  having substantially the same economic
effect  as  any  of  the foregoing, and the filing of, or agreement to give, any
financing  statement  under the Uniform Commercial Code or comparable law of any
jurisdiction.

          "London  Branch"  shall  mean  Agent's  branch  office  located  at  3
Bishopsgate,  London  EC2N  3AB  England.

          "Material  Adverse Effect" shall mean a material adverse effect on (a)
the  condition,  operations,  assets, business or prospects of MSI and the other
Obligors  taken  as  a  whole, (b) MSI's, MSUK's and Sensors' ability taken as a
whole to pay the Obligations in accordance with the terms thereof, (c) the value
of  the  Collateral  and  the  Subsidiary  Collateral  or  Agent's  Liens on the
Collateral and the Subsidiary Collateral or the priority of any such Lien or (d)
the  practical  realization of the benefits of Agent's rights and remedies under
this  Agreement  and  the  Other  Documents.

          "Maximum  Leverage  Ratio" shall mean and include, with respect to any
fiscal  period  of  MSI,  the  ratio  of  (a)  all  Indebtedness (other than any
subordinate Indebtedness) to (b) EBITDA, all calculated on a consolidated basis.

          "Maximum  Revolving Advance Amount" shall mean $15,000,000, including:
(i)  the  MSUK  Sublimit;  and  (ii)  a  $1,000,000 sublimit for the issuance of
Letters  of  Credit.

          "MSI"  shall  have  the  meaning  set  forth  in  the preamble to this
Agreement  and  shall  extend  to  all  permitted successors and assigns of such
Persons.

          "MSI Guaranty" shall mean the guaranty agreement dated the date hereof
executed  by  MSI  in  favor  of  Agent  and  Lenders  pursuant  to  which  MSI
unconditionally  guarantees  the  payment  and performance of the Obligations of
MSUK  under the MSUK Sublimit, as amended, supplemented or modified from time to
time.

          "MSUK"  shall  have  the  meaning  set  forth  in the preamble to this
Agreement  and  shall  extend  to  all  permitted successors and assigns of such
Persons.

          "MSUK  Eligible Receivable" shall mean any Eligible Receivable of MSUK
in  which  the  Customer  is  located  in  the  United  Kingdom.

          "MSUK  Sublimit"  shall  mean the sublimit for Advances to MSUK in the
maximum  principal  amount  of  the  Pounds  Sterling  equivalent of $3,500,000.

          "Monthly  Advances"  shall  have  the meaning set forth in Section 3.1
hereof.

          "Multiemployer  Plan"  shall mean a "multiemployer plan" as defined in
Sections  3(37)  and  4001(a)(3)  of  ERISA.

          "Note"  or  "Notes"  shall  mean  collectively, the Term Notes and the
Revolving  Credit  Notes.

          "Obligations"  shall mean and include any and all of MSI's, MSUK's and
Sensors'  Indebtedness  and/or  liabilities  to  Agent  or  any  of  the Lenders
(including, but not limited to, any foreign exchange exposure provided to MSI or


                                       13
<PAGE>
MSUK  by any Lender, and any Letter of Credit Borrowing) or any corporation that
directly  or  indirectly controls or is controlled by or is under common control
with  Agent or any of the Lenders, of every kind, nature and description, direct
or  indirect,  secured or unsecured, joint, several, joint and several, absolute
or  contingent,  due  or  to  become  due,  now  existing  or hereafter arising,
contractual  or  tortious,  liquidated  or unliquidated, which may arise out of,
under  or  in connection with the Existing Agreement, this Agreement, the Notes,
the  Guaranties,  any  Interest  Rate  Protection  with  any Lender or the Other
Documents,  and  all obligations of MSI, MSUK and Sensors to Agent or any Lender
hereunder  or  thereunder  to  perform  acts  or refrain from taking any action.

          "Obligors"  means,  collectively,  MSI,  Sensors,  MSUK,  Measurement
Limited,  a Hong Kong corporation, Jingliang Electronics (Shenzhen) Co.  Ltd., a
Chinese corporation, and any other entity which hereafter becomes a Guarantor of
the  Obligations,  a  co-borrower  or  a  Subsidiary  of  an  existing  Obligor.

          "Official  Body"  shall  mean  any  national, federal, state, local or
other  government  or  political  subdivision  or any agency, authority, bureau,
central bank, commission, department or instrumentality of either, or any court,
tribunal,  grand  jury  or arbitrator, in each case whether foreign or domestic.

          "Other  Documents"  shall  mean  the  Notes,  Stock Pledge Agreements,
Assignments  of Patents, Assignments of Trademarks, Guaranties, Sensors Security
Agreement,  the  First  Mortgage  Debenture,  the Second Mortgage Debenture, the
Intercreditor Agreement, the Form 395 Documents, any and all agreements relating
to  Interest  Rate  Protection,  the  fee  letter between MSI and Agent of dated
August  7,  2000,  and  any and all other agreements, instruments and documents,
including, without limitation, guaranties, pledges, letter of credit agreements,
powers  of  attorney,  consents,  and  all  other  writings  heretofore,  now or
hereafter  executed  by MSI, MSUK, Sensors or any other Obligor and/or delivered
to  Agent  and/or any Lender in respect of the transactions contemplated by this
Agreement.

          "Parent"  of  any  Person  shall  mean  a  corporation or other entity
owning,  directly  or  indirectly  at  least 50% of the shares of stock or other
ownership  interests  having  ordinary  voting  power to elect a majority of the
directors  of  the Person, or other Persons performing similar functions for any
such  Person.

          "Participant" shall mean each Person who shall be granted the right by
Agent  to  participate in any of the Advances and who shall have entered into an
Assignment and Assumption Agreement in form and substance satisfactory to Agent.

          "Participation  Advance"  shall  mean,  with  respect  to any Lender's
payment  in  respect  of  its  participation  in  a  Letter  of Credit Borrowing
according  to  its  Ratable  Share  pursuant  to  Section  2.15.

          "Payment  Office"  shall  mean  initially  190 River Road, Summit, New
Jersey 07901, and as to Revolving Advances to and payments from MSUK denominated
in  Pounds  Sterling, the London Branch; and thereafter, such other office(s) of
Agent,  if  any,  which  it may designate by notice to MSI and/or MSUK to be the
Payment  Office.

          "PBGC"  shall  mean  the  Pension  Benefit  Guaranty  Corporation.


                                       14
<PAGE>
          "Permitted  Encumbrances"  shall  mean (a) Liens in favor of Agent for
the  ratable  benefit  of  Lenders;  (b)  Liens  for taxes, assessments or other
governmental  charges  not  delinquent  or  being contested in good faith and by
appropriate  proceedings  and  with  respect  to which proper reserves have been
taken  by  MSI,  by  MSUK  or by Sensors; provided, that, the Lien shall have no
effect on the priority of the Liens in favor of Agent for the ratable benefit of
Lenders  or the value of the assets in which Agent has such a Lien and a stay of
enforcement  of  any  such  Lien  shall be in effect; (c) Liens disclosed in the
financial  statements  referred  to in Section 5.5, the existence of which Agent
has consented to in writing; (d) deposits or pledges to secure obligations under
worker's  compensation,  social  security or similar laws, or under unemployment
insurance;  (e)  deposits  or  pledges to secure bids, tenders, contracts (other
than  contracts for the payment of money), leases, statutory obligations, surety
and  appeal  bonds  and other obligations of like nature arising in the ordinary
course  of MSI's, MSUK's or Sensors' business; (f) judgment Liens that have been
stayed  within  30  days  of  being  entered or bonded and mechanics', workers',
materialmen's  or  other  like  Liens  arising  in the ordinary course of MSI's,
MSUK's  or  Sensors'  business  with respect to obligations which are not due or
which  are  being  contested  in  good  faith by MSI, MSUK or Sensors; (g) Liens
placed  upon fixed assets hereafter acquired to secure a portion of the purchase
price thereof, provided that any such lien shall not encumber any other property
of  MSI,  MSUK  or  Sensors;  and  (h)  Liens  disclosed  on  Schedule  1.2(b).

          "Permitted  Guaranteed Sale Arrangement" means a sale of goods by MSI,
consistent  with  current  MSI practice, in which the Customer is located in the
United  States  of America and may return the goods to MSI if same are not sold;
provided  the  Receivable  created by such sale is immediately canceled upon MSI
adding  the  returned  goods  to  Inventory.

          "Person"  shall mean any individual, sole proprietorship, partnership,
corporation,  business  trust,  joint  stock  company,  trust,  unincorporated
organization,  association,  limited  liability  company,  institution,  public
benefit  corporation,  joint  venture,  entity  or  government (whether Federal,
state,  county,  city,  municipal  or  otherwise, including any instrumentality,
division,  agency,  body  or  department  thereof).

          "Plan"  shall  mean  any  employee  benefit plan within the meaning of
Section  3(3)  of  ERISA,  maintained  for employees of MSI or any member of the
Controlled  Group  or  any  such  Plan  to  which  any  MSI or any member of the
Controlled  Group  is  required to contribute on behalf of any of its employees.

          "Pounds  Sterling"  and  the  sign  " " shall mean lawful money of the
United  Kingdom.

          "Prime  Rate" shall mean the prime commercial lending rate of Agent as
publicly  announced  to be in effect from time to time, such rate to be adjusted
automatically, without notice, on the effective date of any change in such rate.
This  rate  of  interest  is determined from time to time by Agent as a means of
pricing  some loans to its customers and is neither tied to any external rate of
interest  or  index  nor does it necessarily reflect the lowest rate of interest
actually  charged  by  Agent to any particular class or category of customers of
Agent.

          "Projections"  shall  have  the  meaning  set  forth in Section 5.5(b)
hereof.

     "Purchase  Price"  shall mean with respect to any Acquisition under Section
7.11(c),  an amount equal to the sum of (i) the aggregate consideration, whether
cash,  property  or  securities (including, without limitation, any Indebtedness
incurred pursuant to Section 7.7), paid or delivered by MSI and its Subsidiaries


                                       15
<PAGE>
(but excluding any fees or expenses payable) in connection with such Acquisition
plus  (ii)  the  aggregate  amount of liabilities of the Acquired Entity (net of
current  assets  of  the  Acquired  Entity) that would be reflected on a balance
sheet  (if  such  were  to be prepared) of MSI and its Subsidiaries after giving
effect  to  such  acquisition.

          "Purchasing  Lender"  shall  mean the purchasing Lender pursuant to an
Assignment  and  Assumption  Agreement.

          "Qualifying Lender" means (a) a bank as defined in section 840A of the
Income  and Corporation Taxes Act 1988 which, for the purposes of section 349 of
the  Income  and  Corporation  Taxes  Act  1988,  is within the charge to United
Kingdom  corporation  tax  as  regards  any  interest  received by it under this
Agreement,  except  that, if either such section is repealed, modified, extended
or  re-enacted,  the  Agent  may  at  any  time  and  from  time to time (acting
reasonably)  amend  this  definition  to  reflect  such  repeal,  modification,
extension  or re-enactment by giving notice of the amended definition to MSI and
MSUK;  or  (b) a Person carrying on a bona fide banking business who is resident
(as such term is defined in the appropriate Double Taxation Treaty) in a country
with  which  the United Kingdom has an appropriate Double Taxation Treaty giving
residents  of  that  country,  subject  only to a direction given to MSUK by the
Inland  Revenue  pursuant to an application by that person (or another person on
its  behalf),  exemption  from  United Kingdom taxation on interest and does not
carry  on  business in the United Kingdom through a permanent establishment with
which  the Indebtedness under this Agreement in respect of which the interest is
paid  is  effectively  connected.

          "Ratable  Share"  shall mean the proportion that a Lender's Commitment
bears  to  the  Commitments  of  all of the Lenders.  As of the date hereof, the
Ratable  Share  of First Union is 40%, the Ratable Share of Chase is 30% and the
Ratable  Share  of  Summit is 30%, as any such Ratable Share may be increased by
any  Lender's  separate exposure under any Interest Rate Protection Agreement or
foreign  exchange  contract  in connection with any distributions to the Lenders
upon  any  realization  of  any  Collateral  or  after  an  acceleration  of the
Obligations.

          "RCRA"  shall  mean  the  Resource  Conservation  and Recovery Act, 42
U.S.C.  Sec.6901  et  seq.,  as  same  may  be  amended  from  time  to  time.

          "Real Property" shall mean all of MSI's and any other Obligor's right,
title  and  interest  in  and  to  the  owned  and leased premises identified on
Schedule  5.2(c)  hereto.

          "Receivables"  shall mean and include all of MSI's, Sensors' or MSUK's
accounts,  contract rights, instruments (including those evidencing indebtedness
owed to MSI, Sensors or MSUK by their respective Affiliates), documents, chattel
paper, general intangibles relating to accounts, drafts and acceptances, and all
other  forms  of  obligations owing to MSI, Sensors or MSUK arising out of or in
connection with the sale or lease of Inventory or the rendition of services, all
guarantees  and  other  security therefor, whether secured or unsecured, in each
case  whether now existing or hereafter created, and whether or not specifically
sold  or  assigned  to  Agent  hereunder.

          "Receivables Advance Rate" shall have the meaning set forth in Section
2.1(a)(y)(i)  hereof.

          "Reimbursement  Obligation"  shall  have  the meaning assigned to such
term  in  Section  2.15.


                                       16
<PAGE>
          "Release"  shall  have  the  meaning  set  forth  in Section 5.7(c)(i)
hereof.

          "Reportable  Event" shall mean a reportable event described in Section
4043(b)  of  ERISA  or  the  regulations  promulgated  thereunder.

          "Required  Lenders"  shall  mean

               (a)  if there are no Advances or Obligations outstanding, Lenders
whose  Commitment  aggregate  greater  than  seventy-five  percent  (75%) of the
Commitments  of  all  of  the  Lenders.

               (b) at all other times, Lenders holding greater than seventy-five
percent  (75%)  of  the  Advances  at  such  time.

          "Reserve  Percentage"  shall  mean the maximum effective percentage in
effect on any day as prescribed by the Board of Governors of the Federal Reserve
System  (or  any successor) for determining the reserve requirements (including,
without  limitation,  supplemental, marginal and emergency reserve requirements)
with  respect  to  eurocurrency  funding.

          "Revolving  Advances"  shall  mean  Advances  made other than the Term
Loan.

          "Revolving Credit Commitment" shall mean as to any Lender at any time,
the  amount  initially  set  forth  opposite  its name on Schedule 1.1(A) in the
column labeled "Amount of Commitment for Revolving Credit Loans," and thereafter
on Schedule I to the most recent Assignment and Assumption Agreement. "Revolving
Credit Commitments" shall mean the aggregate Revolving Credit Commitments of all
of  the  Lenders.

          "Revolving  Credit  Notes"  shall  mean,  collectively, the promissory
notes  referred  to  in  Section  2.1(a)  hereof.

          "Revolving  Interest  Rate" shall mean (a) as to Revolving Advances to
MSI,  the  LIBOR  Rate (Dollars) plus two and three quarters percent (2.75%) per
annum;  (b)  as  to Revolving Advances to MSUK, the LIBOR Rate (Pounds Sterling)
plus  two  and  three quarters percent (2.75%) per annum; or (c) as to Revolving
Advances  to  MSI,  the  Prime Rate, plus one percent (1%), in each case for the
initial  period  following  the  Existing  Loan  Agreement  Closing Date through
December  31,  2000,  to be adjusted quarterly thereafter, based on the ratio of
Consolidated  Funded  Indebtedness  as  of  the  end of such quarter to the last
twelve  (12)  months  of  EBITDA  (as  adjusted  quarterly  based  upon  MSI's
consolidated  financial  statements  provided to Agent, such adjustment to occur
five  (5)  business  days  after  Agent's  receipt  thereof),  as  follows:

<TABLE>
<CAPTION>
Consolidated Funded                 LIBOR Rate (Dollars) or LIBOR   Prime Rate Plus
Indebtedness/EBITDA                  Rate (Pounds Sterling) Plus
<S>                                 <C>                             <C>
Less than 2.25:1.00                                          2.25%             0.50%
Greater than or equal to 2.25:1.00                           2.75%             1.00%
</TABLE>

          "Second  Mortgage  Debenture"  shall mean the Mortgage Debenture dated
the  date  hereof  in which MSUK assigns, charges and grants to MSI a continuing
security  interest  in  and  to  the  Subsidiary Collateral of MSUK as described
therein,  as  amended,  supplemented  or  modified  from  time  to  time.


                                       17
<PAGE>
          "Seller"  shall  mean, collectively, TRW Sensors & Components, Inc., a
Virginia  corporation,  TRW  Limited, an English corporation and Lucas Schaevitz
Limited,  an  English  corporation.

          "Senior  Debt"  shall  mean  the sum of the outstanding balance of the
Term  Loan,  the  Revolving  Advances,  including  any and all Letters of Credit
Outstanding  and  any  other Indebtedness due and owing by MSI or MSUK to any of
the  Lenders.

          "Senior  Debt  Payments"  shall  mean  and  include  all cash actually
expended by MSI or MSUK to make (a) interest payments on any Advances hereunder,
plus,  (b)  regularly  scheduled  principal  payments  on the Term Loan plus (c)
payments for all fees, commissions and charges set forth herein and with respect
to  any  Advances,  plus  (d) capitalized lease payments, plus (e) payments with
respect  to  any  other  Indebtedness  for  borrowed  money.

          "Sensors"  shall  mean  IC  Sensors, Inc., a California corporation, a
wholly  owned  subsidiary  of  MSI.

          "Sensors  Guaranty"  shall  mean  the  amended  and  restated guaranty
agreement  dated  the  date  hereof  executed  by  Sensors in favor of Agent and
Lenders  pursuant  to  which  Sensors unconditionally guaranteed the payment and
performance  of  the  Obligations  of  MSUK  under  the  MSUK  Sublimit  and the
Obligations  of MSI hereunder, under the Notes and under the Other Documents, as
amended,  supplemented  or  modified  from  time  to  time.

          "Sensors  Security  Agreement"  shall  mean  the  amended and restated
security  agreement  dated  the  date hereof assigning, pledging and granting to
Agent  for  the ratable benefit of Lenders a continuing security interest in and
to  all  Subsidiary  Collateral of Sensors, as amended, supplemented or modified
from  time  to  time.

          "Settlement Date" shall mean the Closing Date and thereafter Wednesday
of each week unless such day is not a Business Day in which case it shall be the
next  succeeding  Business  Day.

          "Stock  Pledge  Agreements"  shall  mean  collectively the amended and
restated  pledge  agreement  dated  the date hereof executed by MSI pledging the
Subsidiary  Stock  of  Sensors  and MSUK to the Agent for the ratable benefit of
Lenders  and the pledge agreement dated the date hereof executed by MSI pledging
the Subsidiary Stock of Measurement Limited to the Agent for the ratable benefit
of  Lenders.

          "Subsidiary"  shall mean a corporation or other entity of whose shares
of  stock  or  other ownership interests having ordinary voting power to elect a
majority  of  the  directors  of  such  corporation, or other Persons performing
similar  functions  for  such entity, are owned, directly or indirectly, by such
Person.

          "Subsidiary  Collateral"  shall  mean  "Collateral"  as  defined in or
provided  by  the  Sensors  Security  Agreement  and  each  of  the Stock Pledge
Agreements,  the "Patents" as defined in the Assignments of Patents from MSI and
Sensors  to  Agent, the "Trademarks" as defined in the Assignments of Trademarks
from  MSI  to Agent, and the "Charged Property" as defined in or provided by the
First  Mortgage  Debenture  and  the  Second  Mortgage  Debenture.


                                       18
<PAGE>
          "Subsidiary  Stock"  shall mean sixty-five percent (65%) of the issued
and  outstanding  shares  of  stock  of  Measurement Limited, MSUK and any other
hereafter  created  foreign  Subsidiary  and  all  of the issued and outstanding
shares  of stock of Sensors and any other hereafter created domestic Subsidiary.

          "Summit"  shall  mean  Summit  Bank, a New Jersey banking institution.

          "Tangible  Net Worth" shall mean total assets minus total liabilities.
For  purposes of this computation, the aggregate amount of any intangible assets
of  MSI  and  the  other  Obligors  including,  without  limitation,  goodwill,
franchises,  licenses,  patents,  trademarks,  trade  names, copyrights, service
marks,  and  brand  names,  shall  be  subtracted  from  total assets, and total
liabilities  shall  include  debt fully subordinated to Senior Debt on terms and
conditions  acceptable  to  Agent.

          "Term"  shall  have  the  meaning  set  forth  in Section 14.1 hereof.

          "Term  Loan"  shall  mean  the  Advances  made pursuant to Section 2.5
hereof.

          "Term  Loan  Commitment" shall mean, as to any Lender at any time, the
amount  initially  set  forth opposite the name of Schedule 1.1(A) in the column
labeled  "Amount  of Commitment for Term Loans," and thereafter on Schedule I to
the  most  recent Assignment and Assumption Agreement, and Term Loan Commitments
shall  mean  the  aggregate  Term  Loan  Commitments  of  all  of  the  Lenders.

          "Term  Loan  Maturity  Date"  means  August  7,  2006.

          "Term  Loan  Rate"  shall mean the LIBOR Rate (Dollars) plus three and
one-quarter  percent (3.25%), for the initial period following the Existing Loan
Agreement  Closing  Date  through  December  31,  2000, to be adjusted quarterly
thereafter, based on the ratio of Consolidated Funded Indebtedness as of the end
of  such  quarter  to  the last twelve (12) months of EBITDA (adjusted quarterly
based  upon  MSI's  consolidated  financial  statements  provided  to Agent such
adjustment  to  occur  five  (5) Business Days after Agent's receipt thereof) as
follows:

Consolidated  Funded  Indebtedness/EBITDA     LIBOR  Rate  (Dollars)  Plus

Less  than  or  equal  to  2.25               2.75%
Greater  than  or  equal  to  2.25:1.00       3.25%

          "Term  Notes" shall mean, collectively, the promissory notes described
in  Section  2.5  hereof.

          "Termination  Event" shall mean (i) a Reportable Event with respect to
any Plan or Multiemployer Plan; (ii) the withdrawal of MSI, any other Obligor or
any  member  of  the Controlled Group from a Plan or Multiemployer Plan during a
plan  year  in  which  such  entity  was  a "substantial employer" as defined in
Section  4001(a)(2)  of  ERISA;  (iii)  the  providing  of  notice  of intent to
terminate  a  Plan  in  a  distress  termination described in Section 4041(c) of
ERISA;  (iv)  the  institution by the PBGC of proceedings to terminate a Plan or
Multiemployer  Plan;  (v)  any  event  or  condition  (a) which might constitute
grounds  under  Section 4042 of ERISA for the termination of, or the appointment


                                       19
<PAGE>
of  a  trustee  to  administer,  any Plan or Multiemployer Plan, or (b) that may
result  in  termination  of  a  Multiemployer  Plan pursuant to Section 4041A of
ERISA; or (vi) the partial or complete withdrawal within the meaning of Sections
4203  and  4205  of  ERISA,  of  MSI,  any  other  Obligor  or any member of the
Controlled  Group  from  a  Multiemployer  Plan.

          "Toxic  Substance"  shall mean and include any material present on the
Real  Property  or  the  Leasehold  Interests  which  has  been  shown  to  have
significant  adverse  effect  on  human health or which is subject to regulation
under  the  Toxic  Substances  Control  Act (TSCA), 15 U.S.C. Sec. 2601 et seq.,
applicable state law, or any other applicable Federal or state laws now in force
or  hereafter  enacted relating to toxic substances.  "Toxic Substance" includes
but  is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based
paints.

          "Transactions" shall have the meaning set forth in Section 5.5 hereof.

          "Transferee"  shall  have  the  meaning  set  forth in Section 14.3(b)
hereof.

          "Transferor  Lender"  shall  mean  the  selling  Lender pursuant to an
Assignment  and  Assumption  Agreement.

          "Undrawn Availability" at a particular date shall mean an amount equal
to  (a)  the  lesser  of  (i)  the  Formula Amount or (ii) the Maximum Revolving
Advance  Amount,  minus  (b)  the sum of (i) the outstanding amount of Revolving
Advances  to  MSI  and  MSUK plus (ii) Letters of Credit Outstanding, plus (iii)
fees  and  expenses for which MSI or MSUK is liable but which have not been paid
or  charged  to  Borrowers'  Accounts.

          "Week"  shall  mean  the  time  period  commencing with the opening of
business on a Wednesday and ending on the end of business the following Tuesday.

     1.3. UNIFORM  COMMERCIAL  CODE  TERMS.

          All  terms  used  herein and defined in the Uniform Commercial Code as
currently  adopted  and  as  hereafter may be adopted in the State of New Jersey
shall  have  the  meaning  given  therein  unless  otherwise  defined  herein.

     1.4. CERTAIN  MATTERS  OF  CONSTRUCTION.

          The  terms  "herein",  "hereof"  and  "hereunder"  and  other words of
similar  import  refer  to  this  Agreement as a whole and not to any particular
section,  paragraph  or  subdivision.  Any pronoun used shall be deemed to cover
all  genders.  Wherever  appropriate  in  the  context, terms used herein in the
singular also include the plural and vice versa.  All references to statutes and
related  regulations  shall  include  any  amendments  of same and any successor
statutes  and  regulations.  Unless  otherwise  provided,  all references to any
instruments  or  agreements  to  which  Lender  is  a  party, including, without
limitation,  references to any of the Other Documents, shall include any and all
modifications  or  amendments  thereto  and  any  and all extensions or renewals
thereof.

     1.5. AGENT'S  DISCRETION  AND  CONSENT.

          Whenever  the Agent or the Lenders are granted the right herein to act
in its or their sole discretion or to grant or withhold consent such right shall
be  exercised  in  good  faith.


                                       20
<PAGE>
2.   THE  CREDIT  FACILITIES.
     ----------------------

     2.1. ADVANCES,  PAYMENTS.

          (a)  Revolving  Advances.
               -------------------

               Subject  to the terms and conditions set forth in this Agreement,
each  Lender,  will  severally  make on a ratable basis according to the Ratable
Share  of  each  Lender,  Revolving Advances to MSI or MSUK in aggregate amounts
outstanding at any time equal to the lesser of (x) the Maximum Revolving Advance
Amount  or  (y)  an  amount  equal  to  the  sum  of:

                    (i)  up  to  85%  ("Receivables  Advance  Rate") of Eligible
                         Receivables  which  are  not  Canadian  Eligible
                         Receivables,  MSUK  Eligible  Receivables  or  Eligible
                         Receivables  generated  by  Permitted  Guaranteed  Sale
                         Arrangements,  plus

                    (ii) up  to  the  lesser  of  70%  or  $1,000,000 ("Canadian
                         Receivables  Advance  Rate"),  of  Canadian  Eligible
                         Receivables;

                    (iii)  up to 60% ("Inventory Advance Rate"), of the value of
                         the  Eligible  Inventory;

                    (iv) up  to  the  lesser  of  60%  or  $1,000,000  ("MSUK
                         Receivables  Advance  Rate"),  of  MSUK  Eligible
                         Receivables;

                    (v)  up  to the lesser of 60% or $1,000,000 (the "Guaranteed
                         Sale  Advance  Rate") of Eligible Receivables generated
                         by  Permitted  Guaranteed  Sale  Arrangements;

                    (vi) up to 50% of the face amount of outstanding documentary
                         Letters  of  Credit;  minus

                    (vii)  reserves  (calculated  after  applying such reduction
                         percentages  set  forth  above  as further described in
                         Exhibit  2.1(b))  determined  by  Agent for advertising
                         allowances,  warranty  claims  and  other  customary
                         contingencies  plus  all  Letters of Credit Outstanding
                         and  such  other  reserves as Agent may reasonably deem
                         proper  and  necessary  from  time  to  time.

The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii), (iii), (iv),
(v) and (vi) minus (y) Section 2.1 (a)(y)(vii) at any time and from time to time
shall  be  referred  to  as  the  "Formula  Amount" or the "Borrowing Base". The
Revolving  Advances shall be evidenced by the secured promissory notes dated the
date  hereof  from  MSI  and  MSUK to each of the Lenders (the "Revolving Credit
Notes")  substantially  in  the  form  attached  hereto  as  Exhibit  2.1(a).
Notwithstanding  the foregoing, the maximum amount of Revolving Advances to MSUK
shall not exceed the MSUK Sublimit. The availability of Revolving Advances which
will  be  used  for other than working capital purposes, including to finance in
whole  or  in  part any Acquisition Transaction (a "Corporate Purpose Advance"),
shall  be subject to the further limitation that the maximum amount of Corporate


                                       21
<PAGE>
Purpose  Advances at any time outstanding may not exceed the then Borrowing Base
minus  the  sum  of  (i) one-third (1/3) of the then Borrowing Base and (ii) the
total  amount  of  then  outstanding  Revolving  Advances,  Letters  of  Credit
Outstanding and fees and expenses for which MSI or MSUK is liable but which have
not  been  paid  or charged to Borrowers' Accounts. The limitations herein shall
not  prevent  the  initial extension of any Revolving Advances used to assist in
financing  the transactions described in the Acquisition Agreements but any such
Revolving  Advances  shall  thereafter  be included in the calculation set forth
herein.

          (b)  Borrowing  Base  Certificate.
               ----------------------------

               On the date hereof, and thereafter within fifteen (15) days after
the  end  of each month, MSI shall furnish to Agent and Lenders a certificate (a
"Borrowing  Base  Certificate")  substantially  in  the  form attached hereto as
Exhibit  2.1(b),  executed  by  the  respective  Chief Financial Officer of MSI,
setting  forth  the Borrowing Base and the other information required therein as
of  MSI's  close  of business on the last day of the immediately preceding month
together  with  such  other information with respect to Eligible Receivables and
Eligible  Inventory  of  MSI  as Agent may reasonably request including, but not
limited  to,  an  accounts  receivable  aging  and  an  accounts  payable aging.

          (c)  Nature  of  Lenders'  Obligations  with  Respect  to  Revolving
               ---------------------------------------------------------------
               Advances.
               --------

               The  aggregate  of  each  Lender's Revolving Advances outstanding
hereunder  to  MSI  and MSUK at any time shall never exceed its Revolving Credit
Commitment. The obligations of each Lender hereunder are several. The failure of
any Lender to perform its obligations hereunder shall not affect the Obligations
of  MSI  and MSUK to any other party nor shall any other party be liable for the
failure  of  such Lender to perform its obligations hereunder. The Lenders shall
have  no  obligations  to  make  Revolving  Advances  hereunder  on or after the
Expiration  Date.

     2.2. PROCEDURE  FOR  REVOLVING  ADVANCES  BORROWING.

          (a) As to Revolving Advances requested by MSI which are to be Domestic
Rate  Loans,  MSI shall notify Agent prior to 11:00 a.m. on a Business Day which
is  at  least one (1) Business Day prior to the Business Day on which MSI wishes
to incur, on that day, a Revolving Advance hereunder. Should any amount required
to  be  paid  as  interest  hereunder,  or  as  fees or other charges under this
Agreement  or  any  other  agreement  with  Agent,  or with respect to any other
Obligation,  become  due, same shall be deemed a request for a Revolving Advance
as  of  the date such payment is due, in the amount required to pay in full such
interest,  fee, charge or Obligation under this Agreement or any other agreement
with  Agent  or  any  of  the  Lenders,  and  such request shall be irrevocable.
Revolving  Advances which are Domestic Rate Loans shall be in minimum amounts of
$500,000  and  additional  increments  of  $100,000.

          (b)  In the event MSI or MSUK desires to obtain a Revolving Advance as
a  LIBOR Rate Loan, MSI or MSUK, as applicable, shall give Agent (at its Summit,
New  Jersey  and London Payment Offices) at least three (3) Business Days' prior
written  notice,  specifying (i) the date of the proposed borrowing (which shall
be  a  Business  Day),  (ii) the type of borrowing and the amount on the date of
such  Advance to be borrowed, which amount shall be in minimum amounts of (A) as
to  MSI,  $1,000,000  and additional increments of $100,000, and (B) as to MSUK,
150,000  and additional increments of 75,000, (iii) the duration of the Interest


                                       22
<PAGE>
Period  therefor. Interest Periods for Revolving Advances to MSI which are LIBOR
Rate  Loans  shall be for one or three months and Interest Periods for Revolving
Advances  to  MSUK  shall  be  for three months; provided, if an Interest Period
would  end  on  a  day  that  is  not  a  Business Day, it shall end on the next
succeeding  Business  Day  unless such day falls in the next succeeding calendar
month in which case the Interest Period shall end on the next preceding Business
Day.  No  such LIBOR Rate Loan shall be made available to MSI or MSUK during the
continuance of a Default or an Event of Default. No more than five (5) Revolving
Advances  as  LIBOR  Rate  Loans  may  be  outstanding  at  any  one  time.

          (c)  Each  Interest  Period  of any Revolving Advance which is a LIBOR
Rate  Loan shall commence on the date such LIBOR Rate Loan is made and shall end
on  such  date  as MSI or MSUK may elect as set forth in (b)(iii) above provided
that  the exact length of each Interest Period shall be determined in accordance
with  the  practice  of  the  London  interbank  market for the currency of such
Revolving  Advance  and  no  Interest Period shall end after the last day of the
Expiration  Date  or  the  Term  as  the  case  may  be.

          (d)  MSI  and  MSUK  shall  each  elect  the  initial Interest Periods
applicable to each Revolving Advance which is a LIBOR Rate Loan by its notice of
borrowing given to Agent pursuant to Section 2.2(b) or in the case of MSI by its
notice  of conversion given to Agent pursuant to Section 2.2(e), as the case may
be.  MSI and MSUK shall elect the duration of each succeeding Interest Period by
giving  irrevocable written notice to Agent of such duration not less than three
(3)  Business  Days  prior  to  the last day of the then current Interest Period
applicable  to  such LIBOR Rate Loan. If Agent does not receive timely notice of
the  Interest  Period  elected  by  MSI or MSUK, as applicable: (i) MSI shall be
deemed  to  have  elected  to convert to a Domestic Rate Loan subject to Section
2.2(e)  hereof;  and  (ii)  MSUK shall be deemed to have elected to continue the
LIBOR  Rate  Loan  for  a  similar  Interest  Period.

          (e)  Provided  that  no  Event  of  Default shall have occurred and be
continuing,  MSI  may,  on  the  last  Business Day of the then current Interest
Period  applicable  to  any  outstanding Revolving Advance which is a LIBOR Rate
Loan,  or  on  any Business Day with respect to Domestic Rate Loans, convert any
such  loan  into  a  loan of another type in the same aggregate principal amount
provided that any conversion of a LIBOR Rate Loan shall be made only on the last
Business  Day  of the then current Interest Period applicable to such LIBOR Rate
Loan. If MSI desires to convert a loan, MSI shall give Agent not less than three
(3)  Business Days' prior written notice to convert from a Domestic Rate Loan to
a LIBOR Rate Loan or one (1) Business Day's prior written notice to convert from
a  LIBOR  Rate  Loan  to  a  Domestic  Rate  Loan,  specifying  the date of such
conversion,  the  loans to be converted and if the conversion is from a Domestic
Rate  Loan  to any other type of loan, the duration of the first Interest Period
therefor.  After  giving  effect  to  each  such  conversion, there shall not be
outstanding  more  than five (5) LIBOR Rate Loans or Domestic Rate Loans, in the
aggregate.  No  such  conversion  option  shall exist for any Revolving Advances
under  the  MSUK  Sublimit.

          (f)  At  its  option  and  upon three (3) Business Days' prior written
notice,  MSI  or MSUK may prepay the LIBOR Rate Loans in whole at any time or in
part  from  time  to  time,  without  premium  or penalty (except as hereinafter
provided),  but with accrued interest on the principal being prepaid to the date
of  such  repayment.  MSI  or  MSUK,  as  applicable,  shall specify the date of
prepayment  of  Advances  which  are  LIBOR  Rate  Loans  and the amount of such
prepayment.  In  the event that any prepayment of a LIBOR Rate Loan is made on a


                                       23
<PAGE>
date  other  than the last Business Day of the then current Interest Period with
respect  thereto,  MSI  or  MSUK,  as  applicable,  shall  indemnify each Lender
therefor  in  accordance  with  Section  2.2(g)  hereof.

          (g)  MSI  or MSUK, as applicable, shall indemnify each Lender and hold
each  Lender  harmless from and against any and all losses or expenses that such
Lender may sustain or incur as a consequence of any prepayment, conversion of or
any default by MSI or MSUK in the payment of the principal of or interest on any
LIBOR  Rate  Loan  or  failure  by  MSI  or  MSUK  to complete a borrowing of, a
prepayment  of or conversion of or to a LIBOR Rate Loan after notice thereof has
been  given, including, but not limited to, any interest payable by such Lenders
to  lenders  of funds obtained by it in order to make or maintain its LIBOR Rate
Loans  hereunder. A certificate as to any additional amounts payable pursuant to
the  foregoing  sentence  submitted  by  such  Lender  to  MSI  or MSUK shall be
conclusive  absent  manifest  error.

          (h) Notwithstanding any other provision hereof, if any applicable law,
treaty,  regulation or directive, or any change therein or in the interpretation
or  application  thereof, shall make it unlawful for any Lender (for purposes of
this  subsection  (g), the term "Lender" shall include any Lender and the office
or  branch  where  any Lender or any corporation or bank controlling such Lender
makes  or  maintains  any  LIBOR  Rate Loans) to make or maintain its LIBOR Rate
Loans,  the  obligation of such Lender to make LIBOR Rate Loans hereunder, shall
forthwith  be  canceled  and MSI or MSUK shall, if any affected LIBOR Rate Loans
are  then  outstanding,  promptly  upon request from such Lender, either pay all
such affected LIBOR Rate Loans or in the case of MSI convert such affected LIBOR
Rate  Loans into loans of another type. If any such payment or conversion of any
LIBOR Rate Loan is made on a day that is not the last day of the Interest Period
applicable  to  such  LIBOR  Rate  Loan, MSI or MSUK shall pay such Lender, upon
Lender's  request, such amount or amounts as may be necessary to compensate such
Lender  for  any loss or expense sustained or incurred by such Lender in respect
of  such  LIBOR  Rate  Loan as a result of such payment or conversion, including
(but  not  limited  to)  any interest or other amounts payable by such Lender to
lenders of funds obtained by such Lender in order to make or maintain such LIBOR
Rate  Loan.  A  certificate as to any additional amounts payable pursuant to the
foregoing  sentence  submitted by such Lender to MSI or MSUK shall be conclusive
absent  manifest  error.

          (i)  Each request by MSI or MSUK for a Revolving Advance shall specify
whether  such  Revolving  Advance  is  for  general corporate or working capital
purposes.  If  the purpose of the Revolving Advance shall be to finance in whole
or  in  part  an acquisition by MSI of stock or assets or a merger or other such
transaction  (an "Acquisition Transaction") which is otherwise permitted hereby,
MSI  shall  (i)  provide  to  Agent  copies of all documentation relating to the
Acquisition  Transaction,  (ii)  execute  and  deliver  such  security and other
documentation  as Agent requires so as to create and perfect a security interest
in  the  acquired assets or stock/equity interests, (iii) if the acquired entity
becomes  a  direct  or indirect Subsidiary of MSI, cause such entity to become a
co-borrower  hereunder  or  to  execute  and  deliver  a  Guaranty  and security
agreement  as  required by Agent and (iv) provide such other documents, opinions
and  other  matters  as  Agent  reasonably  requests.

          (j)  All  Revolving  Advances  shall be subject to compliance with the
provisions  of  Section  2.11(c)  hereof at the time of such Revolving Advances.


                                       24
<PAGE>
          (k)  The  provisions of subsections (e), (f), (g) and (h) hereof shall
be  applicable  to Revolving Advances which are LIBOR Rate Loans and to the Term
Loan.

     2.3. DISBURSEMENT  OF  ADVANCE  PROCEEDS.

          All  Advances  shall be disbursed from whichever office or other place
Agent  may  designate  from  time  to  time  (including  the London Branch as to
Revolving  Advances to MSUK) and, together with any and all other Obligations of
MSI  and  MSUK  to Agent and Lenders, shall be charged to Borrowers' Accounts on
Agent's  books. Prior to the Expiration Date, MSI and MSUK may use the Revolving
Advances  by  borrowing,  prepaying  and reborrowing, all in accordance with the
terms and conditions hereof. The proceeds of each Revolving Advance requested by
MSI or MSUK or deemed to have been requested by MSI or MSUK under Section 2.2(a)
hereof shall, with respect to requested Revolving Advances to the extent Lenders
make  such  Revolving  Advances,  be made available to MSI or MSUK on the day so
requested  by way of credit to MSI's or MSUK's, as applicable, operating account
at  the  Agent,  in  immediately  available  federal  funds or other immediately
available  funds  or,  with  respect  to  Revolving Advances deemed to have been
requested  by MSI or MSUK, as applicable, be disbursed to Agent to be applied to
the  outstanding  Obligations  giving  rise  to  such  deemed  request.

     2.4. MAKING  REVOLVING  ADVANCES.

          The  Agent  shall,  promptly  after  receipt  by it of a request for a
Revolving  Advance pursuant to Section 2.2, notify the Lenders of its receipt of
such request specifying: (i) the date of the proposed borrowing and the time and
method  of  disbursement  of  the  Revolving Advance requested thereby; (ii) the
amount  and  type  of  each  such  Revolving Advance and the applicable Interest
Period (if any); and (iii) the apportionment among the Lenders of such Revolving
Advance  as  determined by the Agent in accordance with Section 2.1(c), and (iv)
whether  the  requested Revolving Advance is to be disbursed in Dollars (to MSI)
or  Pounds  Sterling (to MSUK). Each Lender shall remit its Ratable Share of the
principal  amount  of each Revolving Advance to the Agent such that the Agent is
able to, and Agent shall, to the extent the Lenders have made funds available to
it  for  such  purpose,  fund such Revolving Advances to MSI in U.S. Dollars and
immediately  available  funds  and  to  MSUK  in Pounds Sterling and immediately
available  funds  at  the  applicable  Payment Office prior to 2:00 p.m., on the
applicable  borrowing date provided that if any Lender fails to remit such funds
to  the  Agent in a timely manner, the Agent may elect in its sole discretion to
fund  with its own funds the Revolving Advances of such Lender on such borrowing
date,  and  such  Lender shall be subject to the repayment obligation in Section
13.16.  If  any  Lender so notified fails to make available to the Agent for the
account  of  the  Agent  the  amount  of  such Lender's portion of the Revolving
Advance no later than 2:00 p.m., on the applicable borrowing date, then interest
shall  accrue  on  such  Lender's  obligation  to  make  such  payment, from the
applicable  borrowing  date  to the date on which such Lender makes such payment
(1)  with respect to Revolving Advances to MSI: (i) at a rate per annum equal to
the  Federal Funds Rate during the first three (3) days following the applicable
borrowing  date;  and  (ii)  at a rate per annum equal to the rate applicable to
Revolving  Advances  which  are  Domestic Rate Loans on and after the fourth day
following  the  applicable  borrowing  date;  and  (2) with respect to Revolving
Advances  to  MSUK,  at the applicable Revolving Interest Rate, in each case for
such  period(s)  as  selected  by  the  Agent.


                                       25
<PAGE>
     2.5. TERM  LOAN.

          Subject to the terms and conditions of the Existing Loan Agreement and
this Agreement, each Lender, severally on a ratable basis in accordance with its
Ratable  Share made a term loan to MSI which when aggregated with the term loans
made  by the other Lenders totals $25,000,000. The Term Loan was advanced by the
Lenders  in  their Ratable Share on the Existing Loan Agreement Closing Date and
is,  with respect to principal, payable as follows, subject to acceleration upon
the  occurrence  of  an  Event of Default under this Agreement or termination of
this  Agreement:

          (a)  Quarterly payments of principal of the Term Loan in the amount of
$1,000,000  each  plus  interest  is  payable  on the first Business Day of each
calendar quarter, commencing on September 1, 2000, and each December 1, March 1,
June  1  and  September  1  thereafter,  provided,  however  that  the last such
installment  shall  be  in  the  amount  necessary  to  repay in full the unpaid
principal  amount  of the Term Loan. All remaining principal amounts outstanding
under  the Term Loan together with all accrued interest thereon shall be due and
payable  in  full  on  the  Term  Loan  Maturity  Date.

          (b) In addition to the Term Loan payment set forth in Section 2.4 (a),
MSI shall pay, as additional principal payments on the Term Loan an amount equal
to  the net proceeds of any sale or issuance of equity of MSI in an amount equal
to  the  greater  of $5,000,000 or 33% of such net proceeds realized from equity
sales  or  issuances  by  MSI.  Amounts  prepaid in accordance with this Section
2.5(b)  shall  be  applied  against  principal  installments of the Term Loan in
inverse  order  of  maturity.  The  Term Loan is evidenced by secured promissory
notes  dated  August 7, 2000 from MSI to each of the Lenders (the "Term Notes").

          (c)  The obligations of each Lender to make the Term Loan to MSI shall
be  in  the proportion that such Lender's Term Loan Commitment bears to the Term
Loan Commitments of all Lenders to MSI, but each Lender's Term Loan to MSI shall
never  exceed its Term Loan Commitment. The failure of any Lender to make a Term
Loan  shall  not relieve any other Lender of its obligations to make a Term Loan
nor  shall it impose any additional liability on any other Lender hereunder. The
Term  Loan  Commitments  are  not revolving credit commitments and MSI shall not
have  the  right  to  borrow,  repay  and  reborrow  under  this  Section  2.5.

          (d)  Interest  Periods  for  the  Term Loan shall be for three months;
provided, if such Interest Period would end on a day that is not a Business Day,
it  shall  end  on the next succeeding Business Day unless such day falls in the
next  succeeding  calendar  month in which case the Interest Period shall end on
the  next  preceding  Business  Day.

     2.6. MAXIMUM  ADVANCES.

          The  aggregate  balance  of Revolving Advances outstanding at any time
shall  not  exceed the lesser of (a) the Maximum Revolving Advance Amount or (b)
the  Formula  Amount.

     2.7. REPAYMENT  OF  ADVANCES.

          (a) The Revolving Advances shall be due and payable by MSI or MSUK, as
the case may be, in full on the Expiration Date subject to earlier prepayment as
herein  provided.  The Term Loan shall be due and payable as provided in Section
2.5  hereof  and  in  the  Term  Note.


                                       26
<PAGE>
          (b)  All  payments  of  principal,  interest and other amounts payable
hereunder,  or  under  any  of the Other Documents shall be made to Agent at the
applicable  Payment Office not later than 2:00 p.m. (New York or London time, as
applicable)  on  the  due  date  therefor  in  Dollars  (as to MSI) or in Pounds
Sterling  (as to MSUK), in each case in federal funds or other funds immediately
available  to Agent. Agent shall have the right to effectuate payment on any and
all  Obligations  due  and owing hereunder by charging Borrowers' Accounts or by
making  Advances  as  provided  in  Section  2.2  hereof.

          (c)  MSI and MSUK shall pay principal, interest, and all other amounts
payable  hereunder,  or  under  any  Other  Documents,  without  any  deduction
whatsoever,  including,  but  not  limited  to,  any deduction for any setoff or
counterclaim.

     2.8. REPAYMENT  OF  EXCESS  ADVANCES.

          The aggregate balance of Advances outstanding at any time in excess of
the  Maximum  Revolving  Advance  Amount  shall  be  immediately due and payable
without  the  necessity  of  any demand, at the Payment Office, whether or not a
Default  or  Event  of  Default  has  occurred.

     2.9. STATEMENT  OF  ACCOUNT.

          Agent  shall  maintain,  in  accordance with its customary procedures,
loan accounts in the name of MSI and MSUK ("Borrowers' Accounts") in which shall
be  recorded  the  date, currency and amount of each Advance made by each Lender
and  the date, currency and amount of each payment in respect thereof; provided,
however,  the  failure  by  Agent  to record the date, currency or amount of any
Advance  shall  not  adversely affect Agent or any Lenders. The records of Agent
with  respect  to  the loan account shall be conclusive evidence absent manifest
error  of  the  amounts  of  Advances  and other charges thereto and of payments
applicable  thereto.

     2.10.  ADDITIONAL  PAYMENTS.

          Any  sums  expended  by  Agent  or  any Lender due to MSI's, MSUK's or
Sensors'  failure to perform or comply with its obligations under this Agreement
or  any  Other  Document  including,  without  limitation,  MSI's  and  MSUK's
obligations  under  Sections  4.2,  4.4, 4.12, 4.13, 4.14 and 6.1 hereof, may be
charged  to  Borrowers'  Accounts  as  Revolving  Advances  and  added  to  the
Obligations.

     2.11.  MANDATORY  PREPAYMENTS.

          (a)  When MSI, MSUK, Sensors or any other Guarantor sells or otherwise
disposes  of  any Collateral or Subsidiary Collateral, as the case may be, other
than  Inventory or collection of Receivables in the ordinary course of business,
MSI  or  MSUK, as applicable, shall, except as otherwise permitted under Section
4.3,  repay  the  Advances  in  an amount equal to the net proceeds of such sale
(i.e.,  gross  proceeds  less  the  reasonable  costs  of  such  sales  or other
dispositions), such repayments to be made promptly but in no event more than one
(1)  Business  Day following receipt of such net proceeds, and until the date of
payment,  such  proceeds  shall  be  held  in  trust  for Agent and Lenders. The
foregoing  shall  not be deemed to be implied consent to any such sale otherwise


                                       27
<PAGE>
prohibited  by the terms and conditions hereof. Such repayments shall be applied
first, ratably to the outstanding principal installments on the Term Loan in the
inverse  order  of the maturities thereof and, second, to the remaining Advances
in  such  order  as  Agent  may determine, subject to MSI's or MSUK's ability to
reborrow  Revolving  Advances  in  accordance  with  the  terms  hereof.

          (b)  Upon  any  issuance of additional equity by MSI, MSI shall prepay
the  outstanding  amount  of the Term Loan in an amount equal to net proceeds of
any  sale  or  issuance  of  equity  of MSI in an amount equal to the greater of
$5,000,000  or  33%  of  such net proceeds of such equity issuance, which amount
shall be applied first, ratably to the outstanding principal installments of the
Term  Loan  in  the  inverse order of the maturities thereof and, second, to the
remaining Advances in such order as Agent determines subject to MSI's and MSUK's
ability  to  reborrow  Revolving  Advances  in accordance with the terms hereof.

          (c)  If  at  the  end  of any Interest Period the sum of the principal
amount  of  Revolving  Advances  outstanding  to  MSI plus all Letters of Credit
Outstanding  plus the principal amount of Revolving Advances outstanding to MSUK
under  the  MSUK  Sublimit  exceeds  the Borrowing Base or the Maximum Revolving
Advance  Amount,  such  excess shall be immediately repaid by MSI and/or MSUK to
Agent. If at the time of any extension of any Revolving Advance, the issuance of
any  Letter  of Credit or at the end of any Interest Period the principal amount
of  Revolving  Advances  outstanding  to MSUK under the MSUK Sublimit (including
Letters  of  Credit  Outstanding  for  the  account  of MSUK) exceeds the Pounds
Sterling  equivalent  of  $3,500,000, such excess shall be immediately repaid by
MSI  and/or  MSUK  to  Agent  and/or  the  amount of any Revolving Advance to be
extended  shall  be  reduced  accordingly.

     2.12.  OPTIONAL  PREPAYMENT.

          MSI  shall have the right, upon three (3) days prior written notice to
the  Agent,  to  prepay  the  Term  Loan,  in  compliance with the terms of this
Agreement, in whole or in part, plus accrued interest to the date of prepayment.
Any  such  prepayment  shall  be  applied  ratably  to the outstanding principal
installments  of  the  Term  Loan in inverse order of maturities thereof. In the
event  that any prepayment of portion of the Term Loan that is a LIBOR Rate Loan
is  required  or  permitted under Sections 2.11 or 2.12 on a date other than the
last Business Day of then current Interest Period with respect hereto, MSI shall
indemnify  each  Lender  therefor  in  accordance  with  Section  2.2(g) hereof.

     2.13.  USE  OF  PROCEEDS.

          MSI  shall  apply  (or  has  applied)  the proceeds of Advances (i) to
restructure  and  continue  its  debt  to  the  Lenders  under the Existing Loan
Agreement,  (ii) to provide for its working capital needs, and (iii) for general
corporate purposes. MSUK shall use the proceeds of the initial Revolving Advance
under  the  MSUK  Sublimit  to  repay  to  MSI the Pounds Sterling equivalent of
$2,500,000,  which  amount shall be applied by MSI against the Intercompany Loan
and  which  amount  shall  then  be repaid by MSI to Agent as a reduction of the
Revolving  Advances.  All  subsequent Revolving Advances under the MSUK Sublimit
shall  be  for  general working capital purposes of MSUK or for the repayment of
all  or  part  of  the  Intercompany  Loan.

     2.14.  LETTER  OF  CREDIT  SUBLIMIT.

          (a)  MSI  or  MSUK may request the issuance of a documentary letter of
credit  or a standby letter of credit (each, a "Letter of Credit") by delivering
to  the  Agent  at its Summit, New Jersey Payment Office a completed application


                                       28
<PAGE>
and  agreement  for letters of credit in such form as the Agent may specify from
time  to  time  by no later than 10:00 a.m., New York time, and in the case of a
Letter  of Credit denominated in Pounds Sterling, by also notifying the Agent at
the  London  Branch  by  no  later than 10:00 a.m., London time, in each case at
least three (3) Business Days, or such shorter period as may be agreed to by the
Agent, in advance of the proposed date of issuance. A Letter of Credit requested
by  MSI shall be in Dollars and a Letter of Credit requested by MSUK shall be in
Pounds  Sterling.  Subject to the terms and conditions hereof and in reliance on
the  agreements  of the Lenders set forth in this Section 2.14, First Union will
issue  a  Letter  of Credit provided that each Letter of Credit shall (A) have a
maximum  maturity of twelve (12) months from the date of issuance, and (B) in no
event  expire later than ten (10) Business Days prior to the Expiration Date and
providing  that  in  no  event  shall  (i)  the face amount of Letters of Credit
Outstanding  exceed, at any one time, $1,000,000, or (ii) the sum of the Letters
of Credit Outstanding plus the outstanding Revolving Advances exceed the Formula
Amount.

          (b)  MSI or MSUK, as applicable, shall pay to the Agent quarterly fees
(the  "Letter  of  Credit Fees") on (i) the average aggregate face amount of all
documentary  Letters  of Credit outstanding during the prior fiscal quarter at a
per  annum rate equal to 1.0%; and (ii) the average aggregate face amount of all
standby  Letters  of Credit outstanding during the prior fiscal quarter at a per
annum  rate  equal  to  2.0%, which fees shall be payable in arrears on the last
Business  Day of each fiscal quarter and on the Expiration Date. One-half of the
Letter of Credit Fees shall be shared by the Lenders (other than First Union) in
accordance  with  their Ratable Share and the other half of the Letter of Credit
Fees  shall  be paid to First Union. MSI or MSUK shall also pay to the Agent for
First  Union's  sole  account  First  Union's  then in effect customary fees and
administrative  expenses  payable  with respect to the Letter of Credit as First
Union  may  generally  charge  or incur from time to time in connection with the
issuance,  maintenance,  modification (if any), assignment or transfer (if any),
negotiation,  and administration of Letters of Credit. The Letter of Credit Fees
and any other fees and expenses described in this subsection shall be payable in
the  currency  in  which  the  applicable  Letter  of  Credit  is  issued.

     2.15.  DISBURSEMENTS,  REIMBURSEMENT.

          (a)  Immediately  upon  the  issuance  of  each Letter of Credit, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase  from  First  Union  a  participation in such Letter of Credit and each
drawing  thereunder  in  an  amount  equal to such Lender's Ratable Share of the
maximum  amount available to be drawn under such Letter of Credit and the amount
of  such  drawing,  respectively.

          (b) In the event of any request for a drawing under a Letter of Credit
by  the beneficiary or transferee thereof, the Agent will promptly notify MSI or
MSUK.  Upon  receiving  such notice, MSI or MSUK, as applicable, shall reimburse
(such  obligation  to  reimburse  the  Agent shall sometimes be referred to as a
"Reimbursement  Obligation") the Agent prior to 12:00 noon, New York time in the
case  of  any  payment  denominated in Dollars and 12:00 noon London time in the
case  of  any payment denominated in Pounds Sterling on each date that an amount
is  paid  by  the  Agent  under any Letter of Credit (each such date, a "Drawing
Date")  in  an  amount  equal to the amount so paid by the Agent and in the same
currency  in  which  the  Letter  of Credit was issued. In the event MSI or MSUK
fails to reimburse the Agent for the full amount of any drawing under any Letter
of  Credit,  by 12:00 noon (New York time or London time, as applicable), on the
Drawing  Date,  the  Agent  will promptly notify each Lender thereof, and MSI or


                                       29
<PAGE>
MSUK  shall be deemed to have requested that Revolving Advances of Domestic Rate
Loans  (as  to  MSI)  or  LIBOR  Rate  Loans  (as to MSUK) for such period(s) as
selected by the Agent be made by the Lenders to be disbursed on the Drawing Date
under  such Letter of Credit, subject to the amount of the unutilized portion of
the  Revolving  Credit  Commitment  and  subject  to the conditions set forth in
Section  8.2  other  than any notice requirements. Any notice given by the Agent
pursuant  to  this  Section  2.15(b)  may  be  oral  if immediately confirmed in
writing;  provided  that  the  lack  of such an immediate confirmation shall not
affect  the  conclusiveness  or  binding  effect  of  such  notice.

          (c) Each Lender shall upon any notice pursuant to Section 2.15(b) make
available  to  the  Agent  an amount in immediately available funds equal to its
Domestic  Rate  Loan  or  LIBOR  Rate Loan for such period(s) as selected by the
Agent,  as applicable, its Ratable Share of the amount of the drawing, whereupon
the  participating Lenders shall (subject to Section 2.15 (d)) each be deemed to
have  made  a  Revolving  Advance of a Domestic Rate Loan to MSI or a LIBOR Rate
Loan  to  MSUK,  as applicable, in that amount and in the same currency in which
the  Letter  of  Credit  was  issued.  If  any  Lender so notified fails to make
available  to  the  Agent  for  the  account  of  First Union the amount of such
Lender's  Ratable Share of such amount by no later than 2:00 p.m. on the Drawing
Date,  then  interest  shall  accrue  on  such  Lender's obligation to make such
payment  from  the  Drawing  Date  to  the  date on which such Lender makes such
payment  (1)  with respect to Revolving Advances to MSI: (i) at a rate per annum
equal  to  the  Federal Funds Rate during the first three (3) days following the
Drawing  Date;  and  (ii)  at  a  rate per annum equal to the rate applicable to
Advances  of  a  Domestic  Rate  Loan, on and after the fourth day following the
Drawing  Date;  and  (2)  with  respect  to  Revolving  Advances to MSUK, at the
applicable  Revolving Interest Rate, in each case for such period(s) as selected
by  the  Agent.  The  Agent  will  promptly give notice of the occurrence of the
Drawing  Date,  but  failure of the Agent to give any such notice on the Drawing
Date  or  in sufficient time to enable any Lender to effect such payment on such
date  shall  not  relieve  such  Lender  from  its obligation under this Section
2.15(c).

          (d)  With  respect  to  any unreimbursed drawing that is not converted
into  Revolving  Advances  of  Domestic Rate Loans to MSI or a continuation of a
LIBOR  Rate  Loan to MSUK, as applicable, in whole or in part as contemplated by
Section  2.15(b),  because  of MSI's or MSUK's failure to satisfy the conditions
set  forth in this Agreement other than any notice requirements or for any other
reason,  MSI  or  MSUK, as applicable, shall be deemed to have incurred from the
Agent a Letter of Credit Borrowing in the amount of such drawing and in the same
currency  in  which  the  Letter  of  Credit  was  issued. Such Letter of Credit
Borrowing  shall be due and payable on demand (together with interest) and shall
bear  interest  at  the  rate  per annum applicable to the Revolving Advances of
Domestic  Rate  Loans  or LIBOR Rate Loans, as applicable, in each case for such
period(s)  as selected by the Agent. Each Lender's payment to the Agent pursuant
to  Section  2.15(c)  shall  be  deemed  to  be  a  payment  in  respect  of its
participation  in  such  Letter  of  Credit  Borrowing  and  shall  constitute a
Participation  Advance  in  the  same currency in which the Letter of Credit was
issued  from  such  Lender in satisfaction of its participation obligation under
this  Section  2.15.

     2.16.  REPAYMENT  OF  PARTICIPATION  ADVANCES.

          (a)  Upon  (and  only  upon)  receipt  by the Agent for its account of
immediately available funds from MSI or MSUK, as applicable (i) in reimbursement
of  any  payment  made  by  the Agent under any Letter of Credit with respect to
which  any  Lender  has  made  a  Participation Advance to the Agent, or (ii) in


                                       30
<PAGE>
payment  of  interest on such a payment made by the Agent under such a Letter of
Credit,  the  Agent will pay to each Lender, in the same funds as those received
by  the  Agent,  the amount of such Lender's Ratable Share of such funds, except
the  Agent  shall  retain  the  amount of the Ratable Share of such funds of any
Lender  that  did not make a Participation Advance in respect of such payment by
Agent.

          (b)  If the Agent is required at any time to return to MSI, MSUK or to
a  trustee,  receiver,  liquidator, custodian, or any official in any Insolvency
Proceeding,  any  portion  of  the payments made by any MSI or MSUK to the Agent
pursuant  to Section 2.16(a) in reimbursement of a payment made under the Letter
of Credit or interest or fee thereon, each Lender shall, on demand of the Agent,
forthwith  return to the Agent the amount of its Ratable Share of any amounts so
returned by the Agent plus interest thereon from the date such demand is made to
the  date  such  amounts are returned by such Lender to the Agent, at a rate per
annum  equal  to  the  Federal  Funds  Rate  (for  amounts  in  Dollars) and the
applicable  Revolving  Interest  Rate (for amounts in Pounds Sterling) in effect
from  time  to  time,  in each case for such period(s) as selected by the Agent.

     2.17.  DOCUMENTATION.

          MSI  and  MSUK  agree  to  be  bound  by  the  terms  of First Union's
application  and  agreement  for  letters of credit executed by MSI and MSUK and
First  Union's  written  regulations and general customary practices relating to
letters  of  credit.  In  the  event  of  a conflict between such application or
agreement  and this Agreement, this Agreement shall govern. It is understood and
agreed that, except in the case of gross negligence or willful misconduct, First
Union  shall not be liable for any error, negligence and/or mistakes, whether of
omission  or  commission, in following any MSI's or MSUK's instructions or those
contained  in  the  Letters  of  Credit  or  any  modifications,  amendments  or
supplements  thereto.

     2.18.  DETERMINATIONS  TO  HONOR  DRAWING  REQUESTS.

          In  determining  whether  to  honor  any request for drawing under any
Letter  of  Credit  by the beneficiary thereof, First Union shall be responsible
only  to  determine that the documents and certificates required to be delivered
under  such  Letter  of Credit have been delivered and that they comply on their
face  with  the  requirements  of  such  Letter  of  Credit.

     2.19.  NATURE  OF  PARTICIPATION  AND  REIMBURSEMENT  OBLIGATIONS.

          Each Lender's obligation in accordance with this Agreement to make the
Revolving  Credit Advances or Participation Advances, as contemplated by Section
2.15,  as a result of a drawing under a Letter of Credit, and the Obligations of
MSI  and MSUK to reimburse the Agent upon a draw under a Letter of Credit, shall
be  absolute,  unconditional and irrevocable, and shall be performed strictly in
accordance  with  the  terms  of  this  Section  2.19  under  all circumstances,
including  the  following  circumstances:

               (i) any set-off, counterclaim, recoupment, defense or other right
which  such Lender may have against the Agent, MSI, MSUK or any other Person for
any  reason  whatsoever;

               (ii)  the  failure of MSI, MSUK or any other Person to comply, in
connection  with  a Letter of Credit Borrowing, with the conditions set forth in


                                       31
<PAGE>
Sections  2.1,  2.2, 2.3, 2.4 or 8.2 or as otherwise set forth in this Agreement
for  the  making  of a Revolving Credit Advance, it being acknowledged that such
conditions  are  not required for the making of a Letter of Credit Borrowing and
the obligation of the Lenders to make Participation Advances under Section 2.15;

               (iii)  any  lack  of  validity or enforceability of any Letter of
Credit;

               (iv)  the existence of any claim, set-off, defense or other right
which  MSI, MSUK or any Lender may have at any time against a beneficiary or any
transferee  of any Letter of Credit (or any Persons for whom any such transferee
may  be  acting),  the  Agent  or  any Lender or any other Person or, whether in
connection  with  this  Agreement,  the  transactions contemplated herein or any
unrelated  transaction  (including  any underlying transaction between Lender or
Subsidiaries  of  MSI  and  the  beneficiary  for which any Letter of Credit was
procured);

               (v)  any  draft,  demand, certificate or other document presented
under  any  Letter  of Credit proving to be forged, fraudulent or invalid in any
respect  or any statement therein being untrue or inaccurate in any respect even
if  First  Union  has  been  notified  thereof;

               (vi)  any adverse change in the business, operations, properties,
assets,  condition  (financial or otherwise) or prospects of MSI, MSUK, Sensors,
Subsidiaries  of  MSI  or  any  other  Obligor;

               (vii)  any  breach of this Agreement or any Other Document by any
party  thereto;

               (viii)  the occurrence or continuance of an Insolvency Proceeding
with  respect  to  MSI,  MSUK  or  any  other  Obligor;

               (ix) the fact that an Event of Default shall have occurred and be
continuing;

               (x) the fact that the Term shall have passed or this Agreement or
the  Commitments  hereunder  shall  have  been  terminated;  and

               (xi)  any  other circumstance or happening whatsoever, whether or
not  similar  to  any  of  the  foregoing.

     2.20.  INDEMNITY.

          In  addition  to  amounts payable as provided in Section 13.5, MSI and
MSUK  hereby agree to protect, indemnify, pay and save harmless First Union from
and  against  any  and all claims, demands, liabilities, damages, losses, costs,
charges  and  expenses (including reasonable fees, expenses and disbursements of
counsel  and allocated costs of internal counsel) which First Union may incur or
be  subject  to as a consequence, direct or indirect, of (i) the issuance of any
Letter  of  Credit  for their respective accounts, other than as a result of (A)
the  gross  negligence  or  willful misconduct of First Union as determined by a
final  judgment  of  a  court  of  competent  jurisdiction or (B) subject to the
following  clause  (ii), the wrongful dishonor by First Union of a proper demand
for  payment  made  under any Letter of Credit for their respective accounts, or
(ii)  the  failure  of  First  Union to honor a drawing under any such Letter of
Credit  as a result of any act or omission, whether rightful or wrongful, of any
present  or future de jure or de facto government or governmental authority (all
such  acts  or  omissions  herein  called  "Governmental  Acts").


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<PAGE>
     2.21.  LIABILITY  FOR  ACTS  AND  OMISSIONS.

          As  between  MSI and MSUK on the one hand and First Union on the other
hand,  MSI  and MSUK assume all risks of the acts and omissions of, or misuse of
the  Letters  of  Credit  by,  the  respective  beneficiaries of such Letters of
Credit. In furtherance and not in limitation of the foregoing, First Union shall
not  be responsible for: (i) the validity, accuracy, genuineness or legal effect
of any document submitted by any party in connection with the application for an
issuance  of any such Letter of Credit, even if it should in fact prove to be in
any  or  all  respects  invalid,  insufficient, inaccurate, fraudulent or forged
(even  if  the  Agent  shall  have  been notified thereof); (ii) the validity or
sufficiency  of  any  instrument  transferring  or  assigning  or  purporting to
transfer  or  assign  any  such  Letter  of  Credit  or  the  rights or benefits
thereunder  or  proceeds  thereof,  in  whole  or in part, which may prove to be
invalid  or  ineffective for any reason; (iii) the failure of the beneficiary of
any  Letter  of  Credit, or any other party to which any Letter of Credit may be
transferred,  to comply fully with any conditions required in order to draw upon
such Letter of Credit, or any other claim of MSI or MSUK against any beneficiary
of any Letter of Credit, or any such transferee, or any dispute between or among
MSI  or MSUK and any beneficiary of any Letter of Credit or any such transferee;
(iv)  errors,  omissions, interruptions or delays in transmission or delivery of
any messages, by mail, cable, telegraph, telex or otherwise, whether or not they
be  in cipher; (v) errors in interpretation of technical terms; (vi) any loss or
delay in the transmission or otherwise of any document required in order to make
a  drawing under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication  by  the beneficiary of any such Letter of Credit of the proceeds
of  any  drawing under such Letter of Credit; or (viii) any consequences arising
from  causes beyond the control of First Union, including any Governmental Acts,
and  none of the above shall affect or impair, or prevent the vesting of, any of
First  Union's  rights  or  powers  hereunder. Nothing in the preceding sentence
shall  relieve  the  Agent  from liability for First Union's gross negligence or
willful  misconduct  in  connection  with actions or omissions described in such
clauses(i) through (viii) of such sentence. In furtherance and extension and not
in  limitation  of  the specific provisions set forth above, any action taken or
omitted  by First Union under or in connection with the Letters of Credit issued
by  it  or  any  documents  and  certificates  delivered thereunder, if taken or
omitted  in  good faith, shall not put First Union under any resulting liability
to  MSI,  MSUK  or  any  Lender.

     2.22.  PRO  RATA  TREATMENT  OF  LENDERS.

          Each  borrowing  shall  be  allocated  to each Lender according to its
Ratable  Share,  and each selection of, conversion to or renewal of any interest
rate  and  each  payment or prepayment by MSI or MSUK with respect to principal,
interest,  commitment  fees, facility fees, or other fees (except for the Letter
of  Credit  Fees and other fees payable only to First Union) or amounts due from
MSI or MSUK hereunder to the Lenders with respect to the Advances, shall (except
in  the  case  of  an  event  specified  in Section 2.16, 3.6 or 3.7) be made in
proportion  to  the  applicable Advances outstanding from each Lender and, if no
such  Advances  are then outstanding, in proportion to the Ratable Share of each
Lender.

     2.23.  REPLACEMENT  OF  A  LENDER.

          In  the event any Lender (i) gives notice under Section 3.5 or Section
3.6,  (ii)  does not fund Revolving Advances because the making of such Advances
would  contravene any Law applicable to such Lender, or (iii) becomes subject to
the  control  of an Official Body (other than normal and customary supervision),
then  MSI and MSUK shall have the right at their option, with the consent of the
Agent,  which shall not be unreasonably withheld, to prepay the Advances of such
Lender  in whole, together with all interest accrued thereon, and terminate such
Lender's  Commitment  within ninety (90) days after (w) receipt of such Lender's


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<PAGE>
notice  under  Section  3.5  or 3.6, (x) the date such Lender has failed to fund
Revolving  Advances  because  the  making  of such Advances would contravene Law
applicable  to  such  Lender  or  (y) the date such Lender became subject to the
control  of  an  Official  Body, as applicable; provided that MSI and MSUK shall
also  pay  to  such  Lender  at the time of such prepayment any amounts required
under  Sections  2.2(g)  and 3.5 and any accrued interest due on such amount and
any  related  fees;  provided, however, that the Commitment and any Term Loan of
such  Lender shall be provided by one or more of the remaining Lenders (at their
option)  or  a  replacement bank acceptable to the Agent; provided, further, the
remaining  Lenders  shall  have  no  obligation  hereunder  to  increase  their
Commitments.  Notwithstanding  the  foregoing,  the  Agent  may only be replaced
subject  to  the  requirements of Section 13.14 and provided that all Letters of
Credit  have  expired  or  been  terminated  or  replaced.

     2.24.  LETTERS  OF  CREDIT  OUTSTANDING.

          Upon  an  Event  of  Default, the full amount of all Letters of Credit
Outstanding  shall be deemed to increase the principal amount outstanding of the
Revolving  Advances  (and  any  unpaid  interest thereon and on unpaid letter of
credit  fees shall be deemed principal on such Revolving Advances, provided that
                                                                   -------- ----
no  interest  shall be charged on the amount of the Letters of Credit unless and
until such Letters of Credit are drawn upon) for purposes of (x) distribution of
payments  hereunder  and  (y) application of proceeds; provided, however, if any
such  Letter  of  Credit thereafter expires without being drawn upon, the amount
thereof  shall  reduce  the  principal  amount  of  the  Revolving  Advances (as
previously  increased  pursuant  to  this section 2.24) and the distributions of
payments  and  proceeds  to the Agent and Lenders shall be adjusted accordingly.

     2.25.  CURRENCY  CONVERSION.

          In  calculating  the  maximum  Dollar  amounts  referenced in Sections
2.1(a)(ii),  2.1(a)(iv),  2.6,  2.8, 2.11(c) and 2.14(a) hereof, the Agent shall
convert  Pounds Sterling or Canadian dollars, as applicable, into Dollars at the
closing  spot  exchange  rate  of  the  Agent  then  prevailing (as conclusively
determined  by  the  Agent) for purchasing Dollars with such other currency. All
moneys  received  or held by the Agent or any of the Lenders hereunder may, from
time  to time, after demand has been made, be converted into such other currency
as  the  Agent  or  such  Lender  considers  necessary or desirable to cover the
Obligations of the applicable Obligor in that other currency at the closing spot
exchange  rate  of the Agent or such Lender, as the case may be, then prevailing
(as  conclusively  determined  by  the Agent or such Lender) for purchasing that
other  currency  with  the  existing  currency.  If  and  to the extent that the
applicable  Obligor fails to pay any amount due on demand, the Agent may, in its
absolute  discretion  and  without  notice  to the Obligor, purchase at any time
thereafter so much of any currency as the Agent considers necessary or desirable
to  cover  the  Obligations  of  the  applicable Obligor in such currency hereby
secured  at  the  closing  spot  exchange  rate of the Agent then prevailing (as
conclusively determined by the Agent) for purchasing such currency with Dollars,
and  the  Obligor  shall indemnify the Agent and the Lenders and each of them in
respect  of  the  amount of Dollars used by the Agent for such purchase together
with  any  related  costs  or  expenses  necessary to effect such conversion. No


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<PAGE>
payment  to the Agent or any of the Lenders (whether under any judgment or court
order or otherwise) shall discharge the Obligations of any Obligor in respect of
which it was made unless and until the Agent and the Lenders shall have received
payment  in  full in the currency in which such Obligations were incurred and to
the  extent  that the amount of any such payment shall on actual conversion into
such  currency  fall  short  of such Obligations expressed in that currency, the
Agent  and the Lenders shall have a further separate cause of action against the
applicable  Obligor and shall be entitled to enforce the Liens hereby created to
recover  the  amount  of  the  shortfall.

3.   INTEREST  AND  FEES.
     -------------------

     3.1. INTEREST.

          Interest  on Advances shall be payable by MSI or MSUK, as the case may
be,  in  arrears  on  the  first day of each month with respect to Domestic Rate
Loans and, with respect to LIBOR Rate Loans, at the end of each Interest Period.
Interest  charges  shall  be computed on the actual principal amount of Advances
outstanding  during the month (the "Monthly Advances") at a rate per annum equal
to  (i)  with  respect  to Revolving Advances, the applicable Revolving Interest
Rate  and  (ii) with respect to the Term Loan, the Term Loan Rate (collectively,
as  applicable,  the  "Contract  Rate").  All  Revolving Advances under the MSUK
Sublimit  shall  be  LIBOR  Rate Loans. Whenever, subsequent to the date of this
Agreement,  the  Prime  Rate  is increased or decreased, the applicable Contract
Rate for Domestic Rate Loans shall be similarly changed without notice or demand
of  any  kind  by an amount equal to the amount of such change in the Prime Rate
during  the  time  such  change  or  changes  remain  in  effect. The LIBOR Rate
(Dollars)  and  LIBOR  Rate  (Pounds Sterling) shall be adjusted with respect to
LIBOR  Rate  Loans without notice or demand of any kind on the effective date of
any  change  in the Reserve Percentage as of such effective date. Upon and after
the  occurrence of an Event of Default, and during the continuation thereof, the
Obligations shall bear interest at the applicable Contract Rate plus two percent
(2%)  per  annum  (the  "Default  Rate").

     3.2. COMMITMENT  FEE.

          If, for any month during the Term, the average daily unused balance of
the  Revolving  Advances  for  each day of such month does not equal the Maximum
Revolving  Advance  Amount, then MSI shall pay to Agent, for the ratable benefit
of  Lenders,  a fee at a rate equal to (i) three-eighths of one percent (0.375%)
per  annum  if  the  ratio of Consolidated Funded Indebtedness to EBITDA is less
than  2.25  to  1.00  and,  (ii) one half of one percent (0.5%) per annum if the
ratio  of Consolidated Funded Indebtedness to EBITDA is equal to or greater than
2.25  to  1.00,  in  either  case  on  the amount by which the Maximum Revolving
Advance  Amount  exceeds  such  average  daily unused balance. Such fee shall be
payable  to  Agent  in  arrears  on  the  last day of each calendar quarter. The
calculation  of  the  above  ratio  (and  any  adjustment  in fee) shall be made
quarterly  based  upon MSI's consolidated financial statements provided to Agent
and  shall  become  effective  five (5) days after Agent receives such financial
statements  as  same  are  provided  as  required  by  Section  9.8  hereof.

     3.3. COMPUTATION  OF  INTEREST  AND  FEES.

          Interest  and  fees hereunder shall be computed on the basis of a year
of  360 days (with respect to Advances in Dollars) and 365 days (with respect to
Advances  in  Pounds Sterling) and for the actual number of days elapsed. If any


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<PAGE>
payment  to  be  made  hereunder  becomes  due and payable on a day other than a
Business  Day,  the  due  date  thereof shall be extended to the next succeeding
Business  Day  and interest thereon shall accrue at the applicable Contract Rate
during  such  extension  and  be  payable  with  such  payment.

     3.4. MAXIMUM  CHARGES.

          In  no  event  whatsoever  shall  interest  and  other charges charged
hereunder  exceed  the highest rate permissible under law. In the event interest
and  other charges as computed hereunder would otherwise exceed the highest rate
permitted  under  law,  such  excess amount shall be first applied to any unpaid
principal  balance owed by MSI and MSUK, and if the then remaining excess amount
is  greater  than the previously unpaid principal balance, Lender shall promptly
refund  such  excess  amount  to MSI and MSUK and the provisions hereof shall be
deemed  amended  to  provide  for  such  permissible  rate.

     3.5. INCREASED  COSTS.

          (a)  In  the  event  that subsequent to the date hereof any applicable
law,  treaty  or  governmental  regulation,  or  any  change  therein  or in the
interpretation  or  application  thereof,  or  compliance  by any Lender and the
office  or  branch  where  Agent or any Lender makes or maintains any LIBOR Rate
Loans  with  any  request  or directive (whether or not having the force of law)
from  any  central  bank or other financial, monetary or other authority, shall:

               (1)  subject  Agent  or  such  Lender  to  any  tax  of  any kind
whatsoever  with  respect  to this Agreement or any Other Document or change the
basis  of  taxation  of  payments  to  Agent  or such Lender of principal, fees,
interest  or  any  other  amount  payable hereunder or under any Other Documents
(except  for  changes  in  the rate of tax on the overall net income of Agent or
such  Lender  by  the  jurisdiction in which it maintains its principal office);

               (2)  impose,  modify  or  hold  applicable  any  reserve, special
deposit,  assessment  or similar requirement against assets held by, or deposits
in or for the account of, advances or loans by, or other credit extended by, any
office  of  Agent  or  such  Lender,  including (without limitation) pursuant to
Regulation  D  of  the  Board  of  Governors  of  the Federal Reserve System; or

               (3) impose on Agent or such Lender or the London interbank market
any  other  condition  with  respect  to  this  Agreement or any Other Document;

and  the result of any of the foregoing is to increase the cost to Agent or such
Lender  of  making,  renewing or maintaining its Advances hereunder by an amount
that  Agent  or  such Lender deems to be material or to reduce the amount of any
payment  (whether  of principal, interest or otherwise) in respect of any of the
Advances  by  an amount that Agent or such Lender deems to be material, then, in
any such case, MSI or MSUK, as the case may be, shall promptly pay Agent or such
Lender,  within  ten  (10)  days following its demand, such additional amount as
will compensate Agent or such Lender for such additional cost or such reduction,
as  the case may be.  Lender shall certify the amount of such additional cost or
reduced amount to MSI or MSUK, and such certification shall be conclusive absent
manifest  error.

     (b) In the event that any Revolving Advances (or any part thereof) are made
to  MSUK  or  MSI  from a London branch of the Lenders, then MSUK or MSI, as the
case  may  be,  shall  promptly  pay  Agent,  within ten (10) days following its
demand,  the  amounts  calculated  in accordance with Section 15.23 hereof if so


                                       36
<PAGE>
required by the Agent. Agent shall certify the amount of such additional cost to
MSUK  or  MSI,  as  the  case may be, and such certification shall be conclusive
absent  manifest  error.

     3.6. BASIS  FOR  DETERMINING  INTEREST  RATE  INADEQUATE  OR  UNFAIR.

          (a)  In  the event that Agent or any Lender shall have determined that
(i)  reasonable  means  do  not  exist for ascertaining the LIBOR Rate (Dollars)
applicable  pursuant  to  Section  2.2  hereof  for any Interest Period; or (ii)
Dollar  deposits  in  the  relevant amount and for the relevant maturity are not
available  in  the London interbank market, with respect to an outstanding LIBOR
Rate  Loan,  a  proposed LIBOR Rate Loan, or a proposed conversion of a Domestic
Rate  Loan  into  a LIBOR Rate Loan, then each affected Lender shall give Agent,
and  Agent  shall  give MSI, prompt written, telephonic or telegraphic notice of
such  determination.  If such notice is given, (i) any such requested LIBOR Rate
Loan  shall  be  made  as a Domestic Rate Loan, unless MSI shall notify Agent no
later than 10:00 a.m. (New York time) two (2) Business Days prior to the date of
such  proposed  borrowing, that its request for such borrowing shall be canceled
or made as an unaffected type of LIBOR Rate Loan, (ii) any Domestic Rate Loan or
LIBOR  Rate  Loan  which was to have been converted to an affected type of LIBOR
Rate  Loan  shall be continued as or converted into a Domestic Rate Loan, or, if
MSI  shall  notify  Agent,  no  later  than  10:00  a.m. (New York time) two (2)
Business  Days  prior  to  the  proposed  conversion,  shall be maintained as an
unaffected  type  of  LIBOR  Rate Loan, and (iii) any outstanding affected LIBOR
Rate Loans shall be converted into a Domestic Rate Loan, or, if MSI shall notify
Agent,  no  later than 10:00 a.m. (New York time) two (2) Business Days prior to
the  last  Business  Day  of the then current Interest Period applicable to such
affected  LIBOR  Rate  Loan, shall be converted into an unaffected type of LIBOR
Rate Loan, on the last Business Day of the then current Interest Period for such
affected  LIBOR  Rate Loans. Until such notice has been withdrawn, Lenders shall
have  no  obligation  to  make  an  affected type of LIBOR Rate Loan or maintain
outstanding  affected  LIBOR  Rate  Loans  and  MSI  shall not have the right to
convert  a  Domestic  Rate Loan or an unaffected type of LIBOR Rate Loan into an
affected  type  of  LIBOR  Rate  Loan.

          (b)  In  the event that Agent or any Lender shall have determined that
for  any  Interest Period (i) reasonable means do not exist for ascertaining the
LIBOR  Rate (Pounds Sterling) applicable pursuant to Section 2.2 hereof, or (ii)
Pounds  Sterling  is  unavailable to a Lender at a rate equivalent to the screen
rate  quoted  by  the  British  Bankers'  Association  as set forth on Dow Jones
Markets  Service  (formerly known as Telerate) display page 3750 (or appropriate
successor  or  if  the  British  Bankers' Association or its successor ceases to
provide  such  quotes,  a  comparable replacement determined by the Agent), then
each affected Lender shall give Agent, and Agent shall give MSI, prompt written,
telephonic or telegraphic notice of such determination. If such notice is given,
then  no  Revolving  Advances  shall  be  made  to  MSUK  during  such  period.

     3.7. CAPITAL  ADEQUACY.

          (a)  In  the  event  that  subsequent  to the date hereof Agent or any
Lender  shall  have  determined  that  any  applicable  law, rule, regulation or
guideline  regarding  capital  adequacy, or any change therein, or any change in
the  interpretation  or  administration  thereof  by any governmental authority,
central  bank  or  comparable  agency  charged  with  the  interpretation  or
administration  thereof,  or  compliance  by  Agent  or Lender and the office or
branch  where  such Agent or Lender makes or maintains any LIBOR Rate Loans with


                                       37
<PAGE>
any  request  or directive regarding capital adequacy (whether or not having the
force  of  law) of any such authority, central bank or comparable agency, has or
would have the effect of reducing the rate of return on Agent's or such Lender's
capital  as  a  consequence  of  its obligations hereunder to a level below that
which  Agent or such Lender could have achieved but for such adoption, change or
compliance  (taking  into  consideration  Agent's or such Lender's policies with
respect  to  capital adequacy) by an amount deemed by Agent or such Lender to be
material,  then,  from  time to time, MSI or MSUK, as the case may be, shall pay
within  ten  (10)  days following demand to Agent or such Lender such additional
amount or amounts as will compensate Agent or such Lender for such reduction. In
determining  such  amount or amounts, Lender may use any reasonable averaging or
attribution  methods.  The  protection of this Section 3.7 shall be available to
Agent  and  Lenders  regardless  of  any  possible  contention  of invalidity or
inapplicability  with  respect  to  the applicable law, regulation or condition.

          (b)  A certificate of such Lender setting forth such amount or amounts
as shall be necessary to compensate Agent or such Lender with respect to Section
3.7(a) hereof when delivered to MSI and MSUK shall be conclusive absent manifest
error.

     3.8. CURRENCY  CHANGE  IN  THE  UNITED  KINGDOM.

          (a)  If  a  change  in  the  currency  of the United Kingdom occurs (a
"Currency Change"), this Agreement shall be amended to the extent that the Agent
specifies  to be necessary to reflect the Currency Change and to put the Lenders
in  the  same  position,  so  far  as possible, as they would have been in if no
Currency  Change  had  occurred.

          (b)  Without  prejudice to paragraph (a) above, any references in this
Agreement to a Business Day, day-count fraction or other convention (whether for
the  calculation of interest, determination of payment dates or otherwise) shall
be  amended,  with  effect  from  or at any time after a Currency Change, to the
extent  that  the  Agent specifies to be necessary, to comply with, or otherwise
reflect  or  accommodate, any generally accepted conventions and market practice
applicable  to  obligations  in  the  relevant  currency in the London Interbank
Market.

          (c)  The  Agent  shall  promptly  notify  the  other  parties  to this
Agreement  of  any amendment effected under subsections (a) and (b) and any such
amendment  shall  be  binding  on  all  parties  to  this  Agreement.

4.   COLLATERAL:  GENERAL  TERMS
     ---------------------------

     4.1. SECURITY  INTEREST  IN  THE  COLLATERAL  AND  SUBSIDIARY  COLLATERAL.

          (a)  Pursuant to the Existing Loan Agreement, MSI granted to the Agent
for  the ratable benefit of the Lenders a continuing security interest in and to
all  of the Collateral, whether then owned or existing or thereafter acquired or
arising and wherever located, which security interest is ratified, confirmed and
continued.  To secure the prompt payment and performance to Agent and Lenders of
the  Obligations (as such term is modified hereby), MSI hereby assigns, pledges,
charges  and  grants  to  Agent  for the ratable benefit of Lenders a continuing
security interest in and to all of the Collateral, whether now owned or existing
or  hereafter acquired or arising and wherever located. MSI shall mark its books


                                       38
<PAGE>
and  records as may be necessary or appropriate to evidence, protect and perfect
Agent's  security  interest  and shall cause its financial statements to reflect
such  security  interest.

          (b)  Pursuant  to  the First Mortgage Debenture, MSUK has assigned and
charged  to  Agent  for  the  ratable  benefit  of Lenders a continuing security
interest  in  and to all of the Subsidiary Collateral of MSUK, whether now owned
or  existing  or  hereafter  acquired  or  arising  and  wherever located, which
security  interest secures the obligations of MSUK hereunder and under the Notes
executed  by  MSUK and the Other Documents executed by MSUK. MSUK shall mark its
books  and  records  as may be necessary or appropriate to evidence, protect and
perfect  Agent's  security  interest and shall cause its financial statements to
reflect  such  security  interest.

          (c)  Pursuant  to  the  Security  Agreement of Sensors dated August 7,
2000,  Sensors  agreed  to  assign,  pledge  and  grant to Agent for the ratable
benefit  of  Lenders  a  continuing  security  interest  in  and  to  all of the
Subsidiary  Collateral  of Sensors, whether then owned or existing or thereafter
acquired  or  arising  and  wherever  located, which security interest is hereby
ratified,  confirmed and continued by Sensors in the Sensors Security Agreement.
Sensors  shall  mark its books and records as may be necessary or appropriate to
evidence,  protect  and  perfect  Agent's  security interest and shall cause its
financial  statements  to  reflect  such  security  interest.

     4.2. PERFECTION  OF  SECURITY  INTEREST.

          MSI,  MSUK  and Sensors shall take all action that may be necessary or
desirable,  or  that  Agent  may  request,  so  as  at all times to maintain the
validity,  perfection,  enforceability and priority of Agent's security interest
in  the  Collateral  and in Subsidiary Collateral or to enable Agent to protect,
exercise or enforce its rights hereunder and in the Collateral and in Subsidiary
Collateral, including, but not limited to, (i) immediately discharging all Liens
other  than  Permitted  Encumbrances,  (ii) making a good faith effort to obtain
landlords'  or  mortgagees' lien waivers, (iii) delivering to Agent, endorsed or
accompanied by such instruments of assignment as Agent may specify, and stamping
or  marking,  in  such  manner  as Agent may specify, any and all chattel paper,
instruments,  letters of credits and advices thereof and documents evidencing or
forming  a  part  of the Collateral and the Subsidiary Collateral, (iv) entering
into  warehousing,  lockbox  and  other  custodial  arrangements satisfactory to
Agent,  and  (v)  executing  and delivering financing statements, instruments of
pledge,  mortgages,  notices and assignments, in each case in form and substance
satisfactory  to  Agent,  relating  to  the  creation,  validity,  perfection,
maintenance  or  continuation  of  Agent's  security  interest under the Uniform
Commercial  Code  or  other applicable law. All charges, expenses and fees Agent
and/or  Lenders  may  incur  in  doing any of the foregoing, and any local taxes
relating thereto, shall be charged to Borrowers' Accounts as a Revolving Advance
of  a  Domestic  Rate  Loan and added to the Obligations, or, at Agent's or such
Lender's  option, shall be paid to Agent or such Lender immediately upon demand.

     4.3. DISPOSITION  OF  COLLATERAL.

          MSI,  MSUK  and  Sensors will safeguard and protect all Collateral and
Subsidiary  Collateral  for  Agent's  general  account  and  make no disposition
thereof  whether by sale, lease or otherwise except (a) the sale of Inventory in
the  ordinary course of business and (b) the disposition or transfer of obsolete


                                       39
<PAGE>
and  worn-out  Equipment  in  the ordinary course of business (which obsolete or
worn-out  Equipment  shall  not have an aggregate fair market value of more than
$100,000 in any one fiscal year) and only to the extent that (i) the proceeds of
any  such disposition are used to acquire replacement Equipment which is subject
to  Agent's  first  priority security interest or (ii) the proceeds of which are
remitted  to  Agent, for the account of Lenders as a principal prepayment on the
Term  Loan.

     4.4. PRESERVATION  OF  COLLATERAL  AND  SUBSIDIARY  COLLATERAL.

          In  addition  to  the  rights  and  remedies set forth in Section 11.1
hereof,  Agent:  (a) may at any time take such steps as Agent deems necessary to
protect Agent's and each Lender's interest in and to preserve the Collateral and
the  Subsidiary  Collateral, including the hiring of such security guards or the
placing of other security protection measures as Agent may deem appropriate; (b)
may  employ and maintain at any of MSI's, MSUK's or any other Obligor's premises
a  custodian  who  shall have full authority to do all acts necessary to protect
Agent's  and  each  Lender's  interests  in  the  Collateral  and the Subsidiary
Collateral;  (c)  may  lease warehouse facilities to which Agent may move all or
part  of the Collateral and the Subsidiary Collateral; (d) may use any of MSI's,
MSUK's  or  any  other Obligor's owned or leased lifts, hoists, trucks and other
facilities  or  equipment  for  handling  or  removing  the  Collateral  and the
Subsidiary  Collateral;  and  (e)  shall have, and is hereby granted, a right of
ingress  and  egress  to  the  places  where  the  Collateral and the Subsidiary
Collateral  is located, and may proceed over and through any of MSI's, MSUK's or
any  other  Obligor's owned or leased property. MSI, MSUK and the other Obligors
shall cooperate fully with all of Agent's efforts to preserve the Collateral and
the  Subsidiary Collateral and will take such actions to preserve the Collateral
and  the  Subsidiary  Collateral  as Agent may direct. All of Agent's and or any
Lender's  expenses  of  preserving the Collateral and the Subsidiary Collateral,
including  any expenses relating to the bonding of a custodian, shall be charged
to  Borrowers' Accounts as a Revolving Advance of a Domestic Rate Loan and added
to  the  Obligations.

     4.5. OWNERSHIP  OF  COLLATERAL  AND  SUBSIDIARY  COLLATERAL.

          With  respect to the Collateral and Subsidiary Collateral, at the time
the  Collateral  and  Subsidiary  Collateral becomes subject to Agent's security
interest:  (a)  MSI, MSUK and Sensors, as applicable, shall be the sole owner of
and  fully  authorized and able to sell, transfer, pledge, charge and/or grant a
first  priority  security  interest in each and every item of the Collateral and
Subsidiary  Collateral  to  Agent;  and,  except  for Permitted Encumbrances the
Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b)
each document and agreement executed by MSI, MSUK and Sensors, as applicable, or
delivered  to Agent and/or any Lender in connection with this Agreement shall be
true  and  correct  in all respects; (c) all signatures and endorsements of MSI,
MSUK  and Sensors that appear on such documents and agreements shall be genuine,
and  MSI,  MSUK  and Sensors, as applicable, shall have full capacity to execute
same;  and  (d)  MSI's,  MSUK's  and  Sensor's  Equipment and Inventory shall be
located  as  set  forth  on  Schedule  4.5  and  shall  not be removed from such
location(s)  without  the  prior written consent of Agent except with respect to
the  sale  of  Inventory in the ordinary course of business and Equipment to the
extent  permitted  in  Section  4.3  hereof.

     4.6. DEFENSE  OF  AGENT'S  AND  EACH  LENDER'S  INTERESTS.

          Until  (a)  unavoidable  payment and performance in full of all of the
Obligations  (including  cash collateralizing any Letters of Credit Outstanding)
and  (b)  termination  of  this  Agreement and all obligations of the Lenders to
extend  credit  hereunder, Agent's and each Lender's interests in the Collateral


                                       40
<PAGE>
shall  continue  in full force and effect. During such period MSI and MSUK shall
not,  without  Agent's  prior  written  consent,  pledge,  charge,  sell (except
Inventory  sold  in  the ordinary course of business and Equipment to the extent
permitted  in Section 4.3 hereof), assign, transfer, create or suffer to exist a
Lien  upon or encumber or allow or suffer to be encumbered in any way except for
Permitted Encumbrances, any part of the Collateral or the Subsidiary Collateral.
MSI,  MSUK  and  Sensors,  as applicable, shall defend Agent's and each Lender's
interests  in  the  Collateral and the Subsidiary Collateral against any and all
Persons  whatsoever. At any time following demand by Agent and/or any Lender for
payment of all Obligations, Agent shall have the right to take possession of the
indicia  of  the  Collateral  and the Subsidiary Collateral in whatever physical
form  contained,  including  without  limitation: labels, stationery, documents,
instruments  and  advertising  materials.  If Agent exercises such right to take
possession  of  the  Collateral  and/or  Subsidiary  Collateral,  MSI,  MSUK and
Sensors,  as  applicable,  shall,  upon  demand,  assemble it in the best manner
possible  and  make  it  available  to Agent at a place reasonably convenient to
Agent.  In  addition,  with  respect  to  all  Collateral  and  the  Subsidiary
Collateral,  Agent shall be entitled to all of the rights and remedies set forth
herein  and  further provided by the Uniform Commercial Code or other applicable
law.  MSI, MSUK and Sensors, as applicable, shall, and Agent may, at its option,
instruct  all suppliers, carriers, forwarders, warehouses or others receiving or
holding cash, checks, Inventory, documents or instruments in which Agent holds a
security  interest  to deliver same to Agent and/or subject to Agent's order and
if they shall come into MSI's, MSUK's and Sensor's possession, they, and each of
them, shall be held by MSI, MSUK and Sensors, as applicable, in trust as Agent's
trustee,  and MSI or MSUK will immediately deliver them to Agent Lender in their
original  form  together  with  any  necessary  endorsement.

     4.7. BOOKS  AND  RECORDS.

          MSI, MSUK and the other Obligors shall (a) keep proper books of record
and account in which full, true and correct entries will be made of all dealings
or transactions of or in relation to its business and affairs; (b) set up on its
books  accruals  with  respect  to  all  taxes, assessments, charges, levies and
claims;  and  (c)  on  a  reasonably current basis set up on its books, from its
earnings,  allowances against doubtful Receivables, advances and investments and
all  other  proper  accruals  (including  without  limitation  by  reason  of
enumeration,  accruals  for  premiums,  if  any,  due  on  required payments and
accruals  for  depreciation, obsolescence, or amortization of properties), which
should  be  set  aside  from  such earnings in connection with its business. All
determinations  pursuant to this subsection shall be made in accordance with, or
as  required  by,  GAAP  consistently applied in the opinion of such independent
public  accountant  as  shall  then  be  regularly  engaged  by MSI and/or MSUK.

     4.8. FINANCIAL  DISCLOSURE.

          MSI  and  MSUK hereby irrevocably authorize and direct all accountants
and auditors employed by MSI and MSUK at any time during the Term to exhibit and
deliver  to  Agent and Lenders copies of any of MSI's, MSUK's or other Obligor's
financial  statements, trial balances or other accounting records of any sort in
the  accountant's  or auditor's possession, and to disclose to Agent and Lenders
any  information such accountants may have concerning MSI's, MSUK's and/or other
Obligor's  financial  status  and  business  operations.  MSI  and  MSUK  hereby
authorize  all  federal, state and municipal authorities to furnish to Agent and


                                       41
<PAGE>
Lenders  copies  of reports or examinations relating to MSI, MSUK and/or another
Obligor, whether made by MSI, MSUK or otherwise; however, Agent and Lenders will
attempt  to obtain such information or materials directly from MSI or MSUK prior
to  obtaining  such  information  or  materials  from  such  accountants or such
authorities.

     4.9. COMPLIANCE  WITH  LAWS.

          MSI,  MSUK  and  the other Obligors shall comply with all acts, rules,
regulations  and  orders  of any legislative, administrative or judicial body or
official  applicable  to  the Collateral and/or the Subsidiary Collateral or any
part  thereof  or  to  the  operation  of  MSI's,  MSUK's or any other Obligor's
business  the  non-compliance  with which could reasonably be expected to have a
Material  Adverse  Effect.  The  Collateral and the Subsidiary Collateral at all
times  shall  be maintained in accordance with the requirements of all insurance
carriers  which  provide  insurance  with  respect  to the Collateral and/or the
Subsidiary  Collateral  so  that  such  insurance shall remain in full force and
effect.

     4.10.  INSPECTION  OF  PREMISES.

          At all reasonable times and upon reasonable advance notice Agent shall
have  full  access  to and the right to audit, check, inspect and make abstracts
and  copies  from  MSI's, MSUK's and the other Obligors' books, records, audits,
correspondence  and  all  other  papers  relating  to  the Collateral and/or the
Subsidiary  Collateral  and  the  operation  of  MSI's,  MSUK's and/or the other
Obligors'  business.  Agent,  may  enter  upon  any  of MSI's, MSUK's and/or any
Obligor's premises at any time during business hours and at any other reasonable
time,  and  from  time to time, for the purpose of inspecting the Collateral and
any and all records pertaining thereto and the operation of MSI's, MSUK's and/or
any  other Obligor's business. So long as no Event of Default then exists and is
continuing,  Agent  may  conduct one field exam of MSI, MSUK, Sensors and of any
other  Guarantor  each  year, at the expense of MSI, MSUK, Sensors or such other
Guarantor.  Any  field  exams or other audits after an Event of Default which is
continuing  shall  be  at  the  expense  of  MSI  or  MSUK.

     4.11.  INSURANCE.

          MSI shall bear the full risk of any loss of any nature whatsoever with
respect  to  the  Collateral and MSUK and Sensors, as applicable, shall bear the
full  risk  of  any loss of any nature whatsoever with respect to the Subsidiary
Collateral.  At  MSI's,  MSUK's  and the other Obligor's own cost and expense in
amounts  and with carriers acceptable to Agent, MSI, MSUK and the other Obligors
shall: (a) keep all its insurable properties and properties in which any of them
has  an  interest insured against the hazards of fire, flood, sprinkler leakage,
those hazards covered by extended coverage insurance and such other hazards, and
for  such  amounts,  as is customary in the case of companies engaged in similar
businesses  including,  without limitation, business interruption insurance; (b)
maintain a bond in such amounts as is customary in the case of companies engaged
in  similar  businesses insuring against larceny, embezzlement or other criminal
misappropriation  of  insured's  officers and employees who may either singly or
jointly  with others at any time have access to the assets or funds of MSI, MSUK
and/or the other Obligors either directly or through authority to draw upon such
funds or to direct generally the disposition of such assets; (c) maintain public
and  product  liability  insurance  against claims for personal injury, death or
property  damage suffered by others; (d) maintain all such worker's compensation
or  similar  insurance  as  may  be  required  under  the  laws  of any state or
jurisdiction in which any of them is engaged in business; (e) furnish Agent with
(i)  copies  of all policies and evidence of the maintenance of such policies by
the  renewal  thereof  at least thirty (30) days before any expiration date, and
(ii) appropriate loss payable endorsements in form and substance satisfactory to


                                       42
<PAGE>
Agent,  naming  Agent as a co-insured and loss payee as its interests may appear
with  respect  to all insurance coverage referred to in clauses (a), and (c) and
(e)  above  with  respect to MSI, MSUK and the other Obligors, and providing (A)
that  all  proceeds  thereunder shall be payable to Agent, (B) no such insurance
shall  be affected by any act or neglect of the insured or owner of the property
described  in such policy, and (C) that such policy and loss payable clauses may
not  be  canceled, amended or terminated unless at least thirty (30) days' prior
written  notice  is  given  to  Agent.  In the event of any loss thereunder, the
carriers  named  therein  hereby  are directed by Agent, MSI, MSUK and the other
Obligors  to make payment for such loss to Agent and not to MSI, MSUK and/or the
other  Obligors  and  Agent  jointly. If any insurance losses are paid by check,
draft  or  other  instrument  payable to MSI, MSUK and/or the other Obligors and
Agent  jointly,  Agent may endorse MSI's, MSUK's and/or the other Obligors' name
thereon  and do such other things as Agent may deem advisable to reduce the same
to  cash.  Agent  is  hereby  authorized  to  adjust and compromise claims under
insurance  coverage  referred to in clauses (a), and (b) and (e) above. All loss
recoveries  received  by  Agent  upon  any  such insurance may be applied to the
Obligations,  in  such  order  as  Agent in its sole discretion shall determine,
except  as  may be required by law. Any surplus shall be paid by Agent to MSI or
MSUK  or  applied  as  may  be otherwise required by law. Any deficiency thereon
shall  be  paid  by  MSI  or  MSUK  to  Agent,  on  demand.

     4.12.  FAILURE  TO  PAY  INSURANCE.

          If  MSI  or MSUK fails to obtain insurance as hereinabove provided, or
to  keep the same in force, Agent, if Agent so elects, may obtain such insurance
and  pay  the  premium therefor on behalf of MSI, MSUK and/or any other Obligor,
and  charge  Borrowers'  Accounts  therefor as a Revolving Advance of a Domestic
Rate  Loan  and  such  expenses  so  paid  shall  be  part  of  the Obligations.

     4.13.  PAYMENT  OF  TAXES.

          MSI,  MSUK  and  the  other  Obligors  will  pay, when due, all taxes,
assessments  and  other  Charges  lawfully levied or assessed upon MSI, MSUK the
other  Obligors  or  any  of  the Collateral or Subsidiary Collateral including,
without  limitation,  real  and personal property taxes, assessments and charges
and  all  franchise,  income, employment, social security benefits, withholding,
and  sales  taxes. If any tax by any governmental authority is or may be imposed
on  or as a result of any transaction between MSI, MSUK and/or Sensors and Agent
and/or  any  Lender which Agent and/or any Lender may be required to withhold or
pay  or if any taxes, assessments, or other Charges remain unpaid after the date
fixed  for their payment, or if any claim shall be made which, in Agent's or any
Lender's  opinion, may possibly create a valid Lien on the Collateral and/or the
Subsidiary  Collateral,  Agent  may without notice to MSI or MSUK pay the taxes,
assessments  or  other  Charges and MSI and MSUK hereby indemnify and hold Agent
and  each Lender harmless in respect thereof. The amount of any payment by Agent
under  this  Section 4.13 shall be charged to Borrowers' Accounts as a Revolving
Advance  and  added  to the Obligations and, until MSI and/or MSUK shall furnish


                                       43
<PAGE>
Agent  with an indemnity therefor (or supply Agent with evidence satisfactory to
Agent  that due provision for the payment thereof has been made), Agent may hold
without  interest any balance standing to MSI's or MSUK's credit and Agent shall
retain  its  security  interest  in  any  and  all  Collateral  held  by  Agent.

     4.14.  PAYMENT  OF  LEASEHOLD  OBLIGATIONS.

          MSI,  MSUK  and the other Obligors shall at all times pay, when and as
due,  its  rental  obligations  under all leases under which it is a tenant, and
shall  otherwise  comply, in all material respects, with all other terms of such
leases  and  keep  them  in  full  force and effect and, at Agent's request will
provide  evidence  of  having  done  so.

     4.15.  RECEIVABLES.

          (a)  Nature  of  Receivables.
               -----------------------

               Each  of  the  Receivables shall be a bona fide and valid account
representing  a  bona  fide indebtedness incurred by the Customer therein named,
for  a  fixed  sum  as  set  forth  in  the  invoice  relating thereto (provided
immaterial  or  unintentional  invoice errors shall not be deemed to be a breach
hereof)  with  respect  to  an absolute sale or lease and delivery of goods upon
stated  terms of MSI or MSUK, or work, labor or services theretofore rendered by
MSI  or  MSUK  as  of the date each Receivable is created. Same shall be due and
owing in accordance with MSI's or MSUK's standard terms of sale without dispute,
setoff  or  counterclaim  except  as  may  be  stated on the accounts receivable
schedules  delivered  by  MSI  and  MSUK  to  Agent.

          (b)  Solvency  of  Customers.
               -----------------------

               Each  Customer,  to the best of MSI's and MSUK's knowledge, as of
the  date each Receivable is created, is and will be solvent and able to pay all
Receivables  on which the Customer is obligated in full when due or with respect
to such Customers of MSI and MSUK who are not solvent MSI and MSUK has set up on
its  books and in its financial records bad debt reserves adequate to cover such
Receivables.

          (c)  Locations  of  MSI  and  MSUK.
               ------------------------------

               MSI's  chief executive office is located at 80 Little Falls Road,
Fairfield,  New  Jersey  07004. Until written notice is given to Agent by MSI of
any  other  office at which MSI keeps its records pertaining to Receivables, all
such  records  shall  be  kept  at such executive office. MSUK's chief executive
office  is  located at 534/544 Ipswich Road, Slough, Berkshire SL1 4EG, England.
Until written notice is given to Agent by MSUK of any other office at which MSUK
keeps  its  records pertaining to Receivables, all such records shall be kept at
such  executive  office.

          (d)  Collection  of  Receivables.
               ---------------------------

               Until  MSI's  or MSUK's authority to do so is terminated by Agent
(which notice Agent may give at any time following the occurrence of an Event of
Default  or  a  Default  or  when Agent in its sole discretion deems it to be in
Agent's  and  each Lenders' best interest to do so), MSI and MSUK will, at MSI's
and MSUK's sole cost and expense, but on Agent's behalf and for Agent's account,
collect  as  Lender's  property and in trust for Lenders all amounts received on
Receivables, and shall not commingle such collections with MSI's or MSUK's funds
or  use  the same except to pay Obligations. MSI and MSUK shall, upon request by
Agent, deliver to Agent, or deposit in the Blocked Account, in original form and


                                       44
<PAGE>
on  the  date  of  receipt  thereof,  all  checks,  drafts, notes, money orders,
acceptances,  cash  and  other  evidences of indebtedness, the proceeds of which
shall  be  applied  to  repayment  of  the  Revolving  Advances.

          (e)  Notification  of  Assignment  of  Receivables.
               ---------------------------------------------

               At  any time following the occurrence of an Event of Default or a
Default,  Agent  shall  have  the right to send notice of the assignment of, and
Agent's  security  interest  in, the Receivables to any and all Customers or any
third  party  holding  or  otherwise concerned with any of the Collateral and/or
Subsidiary  Collateral.  Thereafter,  Agent shall have the sole right to collect
the Receivables, take possession of the Collateral and/or Subsidiary Collateral,
or  both.  Agent's  actual  collection  expenses, including, but not limited to,
stationery  and  postage,  telephone  and  telegraph,  secretarial  and clerical
expenses  and  the salaries of any collection personnel used for collection, may
be  charged  to  Borrowers'  Accounts  and  added  to  the  Obligations.

          (f)  Power  of  Agent  to  Act  on  MSI's  and  MSUK's  Behalf.
               ---------------------------------------------------------

               Agent  shall  have  the  right to receive, endorse, assign and/or
deliver in the name of Agent or MSI or MSUK any and all checks, drafts and other
instruments  for  the  payment of money relating to the Receivables, and MSI and
MSUK  hereby  waive  notice  of  presentment,  protest  and  non-payment  of any
instrument so endorsed. MSI and MSUK hereby constitute Agent or Agent's designee
as  MSI's  and  MSUK's attorney with power (i) to endorse MSI's and MSUK's names
upon  any notes, acceptances, checks, drafts, money orders or other evidences of
payment  or  Collateral  or Subsidiary Collateral; (ii) to sign MSI's and MSUK's
names  on  any  invoice  or  bill  of lading relating to any of the Receivables,
drafts  against  Customers,  assignments and verifications of Receivables; (iii)
after an Event of Default, to send verifications of Receivables to any Customer;
(iv)  to  sign  MSI's  and MSUK's names on all financing statements or any other
documents  or  instruments deemed necessary or appropriate by Agent to preserve,
protect,  or perfect Agent's interest in the Collateral or Subsidiary Collateral
and  to  file  same;  (v)  after  an  Event of Default, to demand payment of the
Receivables;  (vi)  after  an  Event  of  Default,  to  enforce  payment  of the
Receivables  by  legal  proceedings or otherwise; (vii) to exercise all of MSI's
and MSUK's rights and remedies with respect to the collection of the Receivables
and  any  other  Collateral  or  Subsidiary Collateral; (viii) after an Event of
Default, to settle, adjust, compromise, extend or renew the Receivables; (ix) to
settle,  adjust  or  compromise  any  legal  proceedings  brought  to  collect
Receivables;  (x) to prepare, file and sign MSI's and MSUK's names on a proof of
claim  in  bankruptcy  or  similar  document against any Customer; (xi) after an
Event of Default, to prepare, file and sign MSI's and MSUK's names on any notice
of  Lien,  assignment  or satisfaction of Lien or similar document in connection
with  the  Receivables;  and  (xii) to do all other acts and things necessary to
carry  out  this  Agreement.  All  acts  of said attorney or designee are hereby
ratified and approved, and said attorney or designee shall not be liable for any
acts  of omission or commission nor for any error of judgment or mistake of fact
or  of  law,  unless  done maliciously or with gross (not mere) negligence; this
power being coupled with an interest is irrevocable while any of the Obligations
remain  unpaid.  Agent shall have the right at any time following the occurrence
of  an  Event  of Default or Default, to change the address for delivery of mail
addressed to MSI and MSUK to such address as Agent may designate and to receive,
open  and  dispose  of  all  mail  addressed  to  MSI  and  MSUK.


                                       45
<PAGE>
          (g)  No  Liability.
               -------------

               Neither Agent nor any Lender shall, under any circumstances or in
any  event  whatsoever, have any liability for any error or omission or delay of
any  kind  occurring  in  the  settlement,  collection  or payment of any of the
Receivables  or  any  instrument  received in payment thereof, or for any damage
resulting therefrom. Following the occurrence of an Event of Default or Default,
Agent  may, without notice or consent from MSI or MSUK, on or otherwise collect,
extend the time of payment of, compromise or settle for cash, credit or upon any
terms  any  of the Receivables or any other securities, instruments or insurance
applicable  thereto  and/or release any obligor thereof. Agent is authorized and
empowered  to  accept following the occurrence of an Event of Default or Default
the return of the goods represented by any of the Receivables, without notice to
or consent by MSI or MSUK, all without discharging or in any way affecting MSI's
or  MSUK'S  liability  hereunder.

          (h)  Establishment  of  a  Lockbox  Account;  Dominion  Account.
               ----------------------------------------------------------

               All  proceeds  of  Collateral  and  Subsidiary Collateral of MSUK
shall,  at  the  direction of Agent, be deposited by MSI and MSUK into a lockbox
account,  dominion  account or such other "blocked account" ("Blocked Accounts")
as  Agent  may  require.  All  funds deposited in any such Blocked Account shall
immediately  become the property of Agent for the benefit of Lenders. Agent does
not  assume any responsibility for such "blocked account" arrangement, including
without limitation, any claim of accord and satisfaction or release with respect
to  deposits accepted by any bank thereunder. Alternatively, Agent may establish
depository accounts ("Depository Accounts") in the name of Agent for the deposit
of  such  funds,  and  MSI and MSUK shall deposit all proceeds of Collateral and
Subsidiary  Collateral  of  MSUK or cause same to be deposited, in kind, in such
Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

          (i)  Adjustments.
               -----------

               MSI  and  MSUK  will  not, without Agent's consent, compromise or
adjust  any  material  amount of the Receivables (or extend the time for payment
thereof)  or  accept any material returns of merchandise or grant any additional
discounts,  allowances  or  credits  thereon  except  for  those  compromises,
adjustments,  returns, discounts, credits and allowances as have been heretofore
customary  in  the  business  of  MSI  or  MSUK.

          (j)  Receivables  of  Sensors  and  MSUK
               -----------------------------------

               Sensors  and  MSUK  will  be bound by the terms and provisions of
this  Section 4.15 in addition to Sensors and MSUK being bound by the provisions
of  the  Sensors  Security  Agreement  and  the  First  Mortgage  Debenture,
respectively.  In  the  event  of  any conflict between such agreements and this
Agreement,  the  terms  of the agreement which provides the most benefits to the
Agent  and  the  Lenders  shall  prevail.

     4.16.  INVENTORY.

          To  the  extent  Inventory held for sale or lease has been produced by
MSI, it has been and will be produced by MSI in accordance with the Federal Fair
Labor  Standards  Act of 1938, as amended, and all rules, regulations and orders
thereunder.


                                       46
<PAGE>
     4.17.  MAINTENANCE  OF  EQUIPMENT.

          Except  for  obsolete or unnecessary Equipment, the Equipment shall be
maintained  in  good  operating  condition  and repair (reasonable wear and tear
excepted) and all necessary replacements of and repairs thereto shall be made so
that the value and operating efficiency of the Equipment shall be maintained and
preserved.  MSI  and MSUK shall not use or operate the Equipment in violation of
any  law,  statute, ordinance, code, rule or regulation. MSI and MSUK shall have
the  right  to  sell  Equipment  to  the extent set forth in Section 4.3 hereof.

     4.18.  EXCULPATION  OF  LIABILITY.

          Neither  Agent  nor  any Lender shall be responsible or liable for any
shortage, discrepancy, damage, loss or destruction of any part of the Collateral
wherever the same may be located and regardless of the cause thereof, except for
willful misconduct or gross negligence. Neither Agent nor any Lender, whether by
anything  herein or in any assignment or otherwise, shall assume any of MSI's or
MSUK'S  obligations  under  any  contract  or  agreement  assigned to Agent, and
neither Agent nor any Lender shall be responsible in any way for the performance
by  MSI  or  MSUK  of  any  of  the  terms  and  conditions  thereof.

     4.19.  ENVIRONMENTAL  MATTERS.

          (a)  MSI,  MSUK  and  the  other  Obligors  shall ensure that the Real
Property  remains  in  compliance with all Environmental Laws and they shall not
place  or  permit  to  be  placed  any Hazardous Substances on any Real Property
except  as  not  prohibited  by  applicable  law  or  appropriate  governmental
authorities.

          (b)  MSI,  MSUK  and the other Obligors shall establish and maintain a
system  to  assure  and  monitor  continued  compliance  with  all  applicable
Environmental  Laws  which  system  shall  include  periodic  reviews  of  such
compliance.

          (c)  MSI,  MSUK  and the other Obligors shall (i) employ in connection
with  the  use of the Real Property appropriate technology necessary to maintain
compliance  with  any  applicable Environmental Laws and (ii) dispose of any and
all  Hazardous  Waste generated at the Real Property only at facilities and with
carriers  that  maintain  valid  permits  under  RCRA  and  any other applicable
Environmental  Laws.  MSI,  MSUK  and  the  other  Obligors shall use their best
efforts  to  obtain  certificates  of disposal, such as hazardous waste manifest
receipts,  from  all  treatment,  transport,  storage  or disposal facilities or
operators  employed  by  MSI, MSUK and the other Obligors in connection with the
transport  or  disposal  of  any Hazardous Waste generated at the Real Property.

          (d) In the event MSI, MSUK and/or the other Obligors obtains, gives or
receives  notice of any Release or threat of Release of a reportable quantity of
any  Hazardous Substances at the Real Property (any such event being hereinafter
referred  to  as  a  "Hazardous Discharge") or receives any notice of violation,
request  for  information or notification that it is potentially responsible for
investigation  or  cleanup  of  environmental  conditions  at the Real Property,
demand letter or complaint, order, citation, or other written notice with regard
to any Hazardous Discharge or violation of Environmental Laws affecting the Real
Property  or  any  MSI's, MSUK's or any other Obligors' interest therein (any of
the  foregoing  is  referred to herein as an "Environmental Complaint") from any
Person,  including  any  state  agency  responsible  in  whole  or  in  part for
environmental  matters in the state in which the Real Property is located or the


                                       47
<PAGE>
United  States  Environmental  Protection  Agency  (any  such  person  or entity
hereinafter  the  "Authority"),  then MSI, MSUK and/or the other Obligors shall,
within  five  (5)  Business Days, give written notice of same to Agent detailing
facts  and  circumstances  of which MSI, MSUK and/or the other Obligors is aware
giving  rise  to  the  Hazardous  Discharge  or  Environmental  Complaint.  Such
information is to be provided to allow Agent to protect its security interest in
the Real Property (if any) and is not intended to create nor shall it create any
obligation  upon  Agent  or  any  Lenders  with  respect  thereto.

          (e)  MSI,  MSUK and the other Obligors shall promptly forward to Agent
copies  of  any  request  for  information, notification of potential liability,
demand  letter  relating  to  potential  responsibility  with  respect  to  the
investigation  or  cleanup  of  Hazardous  Substances  at  any other site owned,
operated  or  used by MSI, MSUK and/or any other Obligor to dispose of Hazardous
Substances  and  shall continue to forward copies of correspondence between MSI,
MSUK  and/or  any other Obligor and the Authority regarding such claims to Agent
until  the  claim  is  settled.  MSI, MSUK and the other Obligors shall promptly
forward  to  Agent  copies  of  all documents and reports concerning a Hazardous
Discharge  at  the  Real  Property  that  MSI,  MSUK and/or any other Obligor is
required  to  file  under  any  Environmental  Laws.  Such  information is to be
provided  solely to allow Agent to protect Agent's security interest in the Real
Property,  the  Collateral  and  the  Subsidiary  Collateral.

          (f)  MSI,  MSUK  and  the other Obligors shall respond promptly to any
Hazardous  Discharge or Environmental Complaint and take all necessary action in
order  to  safeguard  the  health  of  any  Person  and  to avoid subjecting the
Collateral,  Subsidiary Collateral or Real Property to any Lien. If MSI, MSUK or
any  other  Obligor shall fail to respond promptly to any Hazardous Discharge or
Environmental  Complaint  or MSI, MSUK or any other Obligor shall fail to comply
with  any  of  the  requirements  of  any Environmental Laws, Agent on behalf of
Lenders  may,  but  without  the  obligation  to  do so, for the sole purpose of
protecting Agent's interest in Collateral and/or Subsidiary Collateral: (A) give
such  notices or (B) enter onto the Real Property (or authorize third parties to
enter  onto  the  Real  Property)  and take such actions as Agent (or such third
parties  as  directed by Agent) deem reasonably necessary or advisable, to clean
up,  remove,  mitigate  or  otherwise  deal with any such Hazardous Discharge or
Environmental Complaint. All reasonable costs and expenses incurred by Agent and
Lenders  (or  such  third parties) in the exercise of any such rights, including
any sums paid in connection with any judicial or administrative investigation or
proceedings,  fines  and penalties, together with interest thereon from the date
expended  at  the  Default  Rate  for Domestic Rate Loans constituting Revolving
Advances shall be paid upon demand by MSI or MSUK, and until paid shall be added
to  and  become  a  part  of the Obligations secured by the Liens created by the
terms  of this Agreement or any other agreement between Agent, any Lenders, MSI,
MSUK  and  Sensors.

          (g)  Promptly  upon  the  written  request of Agent from time to time,
based  on  the  Agent's  reasonable  determination  that  such  an assessment is
reasonable,  MSI,  MSUK  and the other Obligors shall provide Agent, at MSI's or
MSUK's  expense,  with  an  environmental site assessment or environmental audit
report  prepared  by  an  environmental  engineering  firm  acceptable  in  the
reasonable opinion of Agent, to assess with a reasonable degree of certainty the
existence  of  a  Hazardous Discharge and the potential costs in connection with
abatement,  cleanup  and removal of any Hazardous Substances found on, under, at
or  within  the  Real  Property.  Any  report or investigation of such Hazardous
Discharge proposed and acceptable to an appropriate Authority that is charged to
oversee  the  clean-up of such Hazardous Discharge shall be acceptable to Agent.


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<PAGE>
If  such  estimates,  individually  or  in the aggregate, exceed $100,000, Agent
shall  have the right to require MSI or MSUK to post a bond, letter of credit or
other security reasonably satisfactory to Agent to secure payment of these costs
and  expenses.

          (h)  MSI, MSUK and the other Obligors shall defend and indemnify Agent
and  Lenders  and  hold Agent, Lenders and their respective employees, directors
and  officers harmless from and against all loss, liability, damage and expense,
claims,  costs,  fines  and  penalties,  including  attorney's fees, suffered or
incurred  by  Agent  or  Lenders  under  or  on  account  of  any  violation  of
Environmental  Laws related to the Real Property, including, without limitation,
the  assertion  of any Lien thereunder, with respect to any Hazardous Discharge,
the presence of any Hazardous Substances affecting the Real Property, whether or
not the same originates or emerges from the Real Property or any contiguous real
estate,  including  any  loss  of  value of the Real Property as a result of the
foregoing  except  to  the  extent  such  loss, liability, damage and expense is
attributable  to  any  Hazardous Discharge resulting from actions on the part of
Agent  or  any  Lender.  MSI's, MSUK's and the other Obligors' obligations under
this  Section  4.19  shall  arise  upon  the  discovery  of  the presence of any
Hazardous Substances at the Real Property, whether or not any federal, state, or
local environmental agency has taken or threatened any action in connection with
the  presence of any Hazardous Substances. MSI's, MSUK's and the other Obligors'
obligations  and the indemnifications hereunder shall survive the termination of
this  Agreement.

          (i)  For  purposes  of  Section  4.19  and 5.7, all references to Real
Property shall be deemed to include all of MSI's, MSUK's and the other Obligor's
right,  title  and  interest  in  and  to  its  owned  and  leased  premises.

     4.20.  FINANCING  STATEMENTS.

          Except with respect to the financing statements filed by Agent and the
financing statements described on Schedule 4.20, no financing statement covering
any  of  the Collateral or any proceeds thereof is on file in any public office.

5.   REPRESENTATIONS  AND  WARRANTIES.
     --------------------------------

     MSI,  MSUK  and the other Obligors, where applicable, represent and warrant
as  follows:

     5.1. AUTHORITY.

          MSI,  MSUK  and  the other Obligors each has full power, authority and
legal  right to enter into this Agreement and the Other Documents and to perform
all  their  respective  Obligations  hereunder  and  thereunder.  The execution,
delivery  and  performance  of this Agreement and of the Other Documents (a) are
within  MSI's,  MSUK's  and  the  other  Obligors' respective corporate or other
powers,  have been duly authorized, are not in contravention of law or the terms
of  MSI's,  MSUK's  and  the  other Obligors' respective by-laws, certificate of
incorporation  or  other  applicable documents relating to MSI's, MSUK's and the
other  Obligors'  respective incorporation or to the conduct of MSI's, MSUK's or
the  other  Obligors'  business  or  of any material agreement or undertaking to
which MSI, MSUK or another Obligor is a party or by which MSI, MSUK or any other
Obligor is bound, and (b) will not conflict with nor result in any breach in any
of  the provisions of or constitute a default under or result in the creation of
any  Lien  except  Permitted  Encumbrances  upon  any  asset of MSI or any other
Obligor  under  the  provisions  of any agreement, charter document, instrument,


                                       49
<PAGE>
by-law,  or  other  instrument  to  which  MSI, MSUK or any other Obligor or its
respective  property  is  a  party  or  by  which  it  may  be  bound.

     5.2. INCORPORATION  AND  QUALIFICATION.

          (a)  MSI, MSUK and each other Obligor have each been duly incorporated
as  a  corporation or duly formed, if not a corporation, and is in good standing
under  the  laws  of  the state or country listed on Schedule 5.2(a) and each is
qualified to do business and is in good standing in the states or country listed
on  Schedule  5.2(a)  which  constitute  all  states  or  countries  in  which
qualification  and  good  standing  are  necessary  for MSI, MSUK and such other
Obligors  to conduct their respective business and own their respective property
and  where  the  failure  to  so  qualify could reasonably be expected to have a
Material Adverse Effect. MSI, MSUK and each other Obligor have each delivered to
Agent  true  and complete copies of its certificate of incorporation and by-laws
or  other  equivalent applicable documents and will promptly notify Agent of any
amendment  or  changes  thereto.

          (b)  Except  as set forth on Schedule 5.2(b), MSI has no Subsidiaries.

          (c)  Schedule 5.2(c) sets forth all Real Property owned or occupied by
MSI,  MSUK  and  the  other  Obligors.

     5.3. SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.

          All representations and warranties of MSI, MSUK and the other Obligors
contained in this Agreement and the Other Documents shall be true at the time of
MSI's,  MSUK's  and  the  other  Obligors', as the case maybe, execution of this
Agreement and the Other Documents, and shall survive the execution, delivery and
acceptance  thereof  by  the parties thereto and the closing of the transactions
described  therein  or  related  thereto.

     5.4. TAX  RETURNS.

          MSI's  and  Sensors' federal tax identification number is set forth on
Schedule 5.4. MSI, MSUK and the other Obligors have filed all federal, state and
local tax returns and other reports each is required by law to file and has paid
all  taxes,  assessments,  fees  and other governmental charges that are due and
payable.  Federal,  state  and  local  income  tax  returns of MSI and the other
Obligors, as applicable, have been examined and reported upon by the appropriate
taxing  authority  or  closed by applicable statute and satisfied for all fiscal
years  prior  to  and  including  the  fiscal  year  ending  March 31, 1991. The
provision  for  taxes  on the books of MSI, MSUK and of Sensors are adequate for
all  years  not closed by applicable statutes of limitation, and for its current
fiscal  year,  and  MSI, MSUK and Sensors have no knowledge of any deficiency or
additional assessment in connection therewith not provided for on its respective
books.

     5.5. FINANCIAL  STATEMENTS.

          (a)  The  projected  financial  statements furnished to Agent and each
Lender  reflect  the  consummation  of  the  transactions  contemplated  by  the
Acquisition  Agreements and under this Agreement (the "Transactions") and fairly
reflect  the  financial  condition  of  MSI  as of the Closing Date after giving
effect  to  the  Transactions,  and  have  been  prepared  in good faith by MSI.


                                       50
<PAGE>
          (b)  The  projected  financial  statements of MSI described in Section
5.5(a)  (the "Projections") were prepared by the Chief Financial Officer of MSI,
are  based  on  underlying  assumptions which provide a reasonable basis for the
projections  contained  therein  and  reflect  MSI's  judgment  based on present
circumstances  of the most likely set of conditions and course of action for the
projected  period.

     5.6. CORPORATE  NAME.

          Neither  MSI, MSUK, nor Sensors have been known by any other corporate
name  in  the  past  five  years  and do not sell Inventory under any other name
except  as  set forth on Schedule 5.6, nor, except as set forth on Schedule 5.6,
has  MSI,  MSUK  or  Sensors  been  the  surviving  corporation  of  a merger or
consolidation  or  acquired all or substantially all of the assets of any Person
during  the  preceding  five  (5)  years.

     5.7. O.S.H.A.,  ENVIRONMENTAL  AND  OTHER  COMPLIANCE.

          (a)  To  the best of their knowledge, MSI, MSUK and the other Obligors
have  duly  complied  with,  and  their  facilities, business, assets, property,
leaseholds  and  Equipment  are  in compliance in all material respects with all
applicable  laws  including,  without  limitation, the provisions of the Federal
Occupational  Safety  and Health Act, the Environmental Protection Act, RCRA and
all other Environmental Laws; to the best of their knowledge, there have been no
outstanding  citations,  notices or orders of non-compliance issued to MSI, MSUK
or  the other Obligors or relating to its business, assets, property, leaseholds
or  Equipment  under  any  such  laws,  rules  or  regulations.

          (b)  MSI,  MSUK  and  the other Obligors have been issued all required
federal,  state  and  local  licenses,  certificates  or permits relating to all
applicable  Environmental  Laws.

          (c)  (i)  There  are no visible signs of releases, spills, discharges,
leaks  or  disposal  (collectively  referred  to  as  "Releases")  of  Hazardous
Substances at, upon, under or within any Real Property or any premises leased by
MSI,  MSUK  or any other Obligor; (ii) there are no underground storage tanks or
polychlorinated  biphenyls  on  the Real Property or any premises leased by MSI,
MSUK  or  any  other  Obligor;  (iii) neither the Real Property nor any premises
leased  by  MSI,  MSUK  or  any other Obligor has ever been used as a treatment,
storage  or  disposal  facility  of  Hazardous  Waste;  and  (iv)  no  Hazardous
Substances  are present on the Real Property or any premises leased by MSI, MSUK
or  any  other  Obligor,  excepting such quantities as are handled in accordance
with all applicable manufacturer's instructions and governmental regulations and
in  proper  storage  containers  and  as  are necessary for the operation of the
commercial  business  of  MSI,  MSUK  or  any  other  Obligor or of its tenants.

     5.8. SOLVENCY;  NO  LITIGATION,  VIOLATION,  INDEBTEDNESS  OR  DEFAULT.

          (a)  After  giving  effect  to the Transactions, MSI, MSUK and Sensors
will be solvent, able to pay their debts as they mature, have capital sufficient
to carry on their business and all businesses in which they are about to engage,
and  (i)  as  of  the  date  hereof,  the  fair  present saleable value of their
respective  assets,  calculated  on  a  going concern basis, is in excess of the
amount  of  their  respective  liabilities  taking  into  account  all rights of
subrogation  and  contribution  and (ii) subsequent to the date hereof, the fair
saleable  value of their respective assets (calculated on a going concern basis)
will  be  in  excess  of  the amount of their respective liabilities taking into
account  all  rights  of  subrogation  and  contribution.


                                       51
<PAGE>
          (b)  Except as disclosed in Schedule 5.8(b), neither MSI, MSUK nor any
other Obligor has (i) any pending or threatened litigation, arbitration, actions
or proceedings which involve the possibility of having a Material Adverse Effect
on  MSI,  MSUK  or such other Obligor, and (ii) any liabilities nor indebtedness
for  borrowed  money  other  than  the  Obligations.

          (c)  Neither  MSI,  MSUK  nor any other Obligor is in violation of any
applicable  statute,  regulation  or  ordinance  in  any  respect  which  could
reasonably  be  expected  to have a Material Adverse Effect on MSI, MSUK or such
other  Obligor,  nor is MSI, MSUK or any other Obligor in violation of any order
of  any  court,  governmental  authority  or  arbitration  board  or  tribunal.

          (d)  Neither  MSI  nor any member of the Controlled Group maintains or
contributes  to  any  Plan  other  than  those listed on Schedule 5.8(d) hereto.
Except  as  set  forth  in  Schedule  5.8(d),  (i)  no  Plan  has  incurred  any
"accumulated  funding  deficiency," as defined in Section 302(a)(2) of ERISA and
Section  412(a)  of  the Code, whether or not waived, and MSI and each member of
the  Controlled  Group has met all applicable minimum funding requirements under
Section  302  of ERISA in respect of each Plan, (ii) each Plan which is intended
to  be  a qualified plan under Section 401(a) of the Code as currently in effect
has  been  determined  by  the  Internal  Revenue  Service to be qualified under
Section  401(a) of the Code and the trust related thereto is exempt from federal
income tax under Section 501(a) of the Code, (iii) neither MSI nor any member of
the  Controlled  Group has incurred any liability to the PBGC other than for the
payment  of  premiums,  and  there are no premium payments which have become due
which  are  unpaid,  (iv)  no Plan has been terminated by the plan administrator
thereof  nor  by the PBGC, and there is no occurrence which would cause the PBGC
to  institute  proceedings under Title IV of ERISA to terminate any Plan, (v) at
this  time,  the  current  value  of the assets of each Plan exceeds the present
value of the accrued benefits and other liabilities of such Plan and neither MSI
nor any member of the Controlled Group knows of any facts or circumstances which
would  materially change the value of such assets and accrued benefits and other
liabilities,  (vi)  neither  MSI  nor  any  member  of  the Controlled Group has
breached  any  of  the  responsibilities, obligations or duties imposed on it by
ERISA with respect to any Plan, (vii) neither MSI nor any member of a Controlled
Group  has  incurred any liability for any excise tax arising under Section 4972
or  4980B  of  the  Code,  and  no fact exists which could give rise to any such
liability,  (viii)  neither  MSI  nor any member of the Controlled Group nor any
fiduciary  of,  nor  any  trustee  to,  any  Plan,  has engaged in a "prohibited
transaction"  described  in Section 406 of the ERISA or Section 4975 of the Code
nor  taken  any  action  which would constitute or result in a Termination Event
with  respect  to  any  such  Plan  which is subject to ERISA, (ix) MSI and each
member  of  the Controlled Group has made all contributions due and payable with
respect  to each Plan, (x) there exists no event described in Section 4043(b) of
ERISA,  for  which  the  thirty  (30) day notice period contained in 29 CFR Sec.
2615.3  has  not  been waived, (xi) neither MSI nor any member of the Controlled
Group  has any fiduciary responsibility for investments with respect to any plan
existing  for the benefit of persons other than employees or former employees of
MSI and any member of the Controlled Group, and (xii) neither MSI nor any member
of  the  Controlled  Group  has  withdrawn,  completely  or  partially, from any
Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan
Amendments  Act  of  1980.


                                       52
<PAGE>
     5.9. PATENTS,  TRADEMARKS,  COPYRIGHTS  AND  LICENSES.

          All  patents, patent applications, trademarks, trademark applications,
service  marks,  service  mark applications, copyrights, copyright applications,
design  rights,  tradenames,  assumed names, trade secrets and licenses owned or
utilized  by  MSI, MSUK and Sensors are set forth on Schedule 5.9, are valid and
have,  where  required,  been  duly  registered  or  filed  with all appropriate
governmental  authorities and constitute all of the intellectual property rights
which  are necessary for the operation of its business; there is no objection to
or  pending  challenge  to  the validity of any such material patent, trademark,
copyright,  design  right,  tradename,  trade secret or license and neither MSI,
MSUK nor Sensors are aware of any grounds for any challenge, except as set forth
in  Schedule  5.9  hereto.  Each  patent,  patent  application,  patent license,
trademark,  trademark application, trademark license, service mark, service mark
application,  service  mark  license,  copyright,  copyright  application  and
copyright  license  owned  or held by MSI, MSUK or Sensors and all trade secrets
used  by MSI, MSUK or Sensors consist of original material or property developed
by  MSI,  MSUK and Sensors or was lawfully acquired by MSI, MSUK or Sensors from
the  proper  and lawful owner thereof. Each of such items has been maintained so
as  to  preserve  the  value  thereof  from  the date of creation or acquisition
thereof.  With  respect  to  proprietary software used by MSI, MSUK and Sensors,
MSI,  MSUK and Sensors, are in possession of all source and object codes related
to  each  piece  of  software  or  is  the  beneficiary  of a source code escrow
agreement,  each  such source code escrow agreement being listed on Schedule 5.9
hereto.

     5.10.  LICENSES  AND  PERMITS.

          Except as set forth in Schedule 5.10, MSI, MSUK and the other Obligors
(a)  are  in compliance with and (b) have procured and are now in possession of,
all  material  licenses  or permits required by any applicable federal, state or
local law or regulation for the operation of their business in each jurisdiction
wherein  each  is  now  conducting or proposes to conduct business and where the
failure  to  procure  such  licenses  or  permits  could have a Material Adverse
Effect.

     5.11.  DEFAULT  OF  INDEBTEDNESS.

          MSI,  MSUK and the other Obligors are not in default in the payment of
the  principal  of or interest on any Indebtedness in excess of $25,000 or under
any  instrument or agreement under or subject to which any Indebtedness has been
issued  and no event has occurred under the provisions of any such instrument or
agreement  which  with  or without the lapse of time or the giving of notice, or
both,  constitutes  or  would  constitute  an  event  of  default  thereunder.

     5.12.  NO  DEFAULT.

          MSI,  MSUK and the other Obligors are not in default in the payment or
performance  of any of their material contractual obligations and no default has
occurred  under  the  provisions  of  any  such  obligation.

     5.13.  NO  BURDENSOME  RESTRICTIONS.

          Neither  MSI, MSUK nor any other Obligor is a party to any contract or
agreement the performance of which could have a Material Adverse Effect. Neither
MSI,  MSUK  nor  any other Obligor has agreed or consented to cause or permit in


                                       53
<PAGE>
the  future  (upon  the  happening  of  a  contingency  or otherwise) any of its
property, whether now owned or hereafter acquired, to be subject to a Lien which
is  not  a  Permitted  Encumbrance.

     5.14.  NO  LABOR  DISPUTES.

          Neither  MSI,  MSUK  nor  any  other  Obligor is involved in any labor
dispute; there are no strikes or walkouts or union organization of MSI's, MSUK's
or  of  such  other  Obligor's employees threatened or in existence and no labor
contract  is  scheduled  to  expire  during  the Term other than as set forth on
Schedule  5.14  hereto.

     5.15.  MARGIN  REGULATIONS.

          Neither  MSI,  MSUK  nor  any  other  Obligor  is engaged, nor will it
engage,  principally  or  as one of its important activities, in the business of
extending  credit  for  the  purpose  of  "purchasing" or "carrying" any "margin
stock"  within  the  respective  meanings  of  each  of  the  quoted terms under
Regulation  U  or  Regulation G of the Board of Governors of the Federal Reserve
System as now and from time to time hereafter in effect. No part of the proceeds
of  any  Advance  will  be used for "purchasing" or "carrying" "margin stock" as
defined  in  Regulation  U  of  such  Board  of  Governors.

     5.16.  INVESTMENT  COMPANY  ACT.

          Neither  MSI,  MSUK  nor  any other Obligor is an "investment company"
registered  or  required  to  be  registered under the Investment Company Act of
1940,  as  amended,  nor  is  it  controlled  by  such  a  company.

     5.17.  DISCLOSURE.

          No  representation  or warranty made by MSI, MSUK or any other Obligor
in  this  Agreement,  any Other Document or in the Acquisition Agreements, or in
any  financial statement, report, certificate or any other document furnished in
connection  herewith  or  therewith  contains any untrue statement of a material
fact or omits to state any material fact necessary to make the statements herein
or  therein  not  misleading.  There  is no fact known to MSI, MSUK or any other
Obligor  or which reasonably should be known to MSI or MSUK which MSI or MSUK or
any other Obligor has not disclosed to Agent and Lenders in writing with respect
to  the  transactions  contemplated  by  the  Acquisition  Agreements,  or  this
Agreement  which could reasonably be expected to have a Material Adverse Effect.

     5.18.  DELIVERY  OF  ACQUISITION  AGREEMENTS.

          Agent  has  received  complete  copies  of  the Acquisition Agreements
(including all exhibits, schedules and disclosure letters referred to therein or
delivered pursuant thereto, if any) and all amendments thereto, waivers relating
thereto  and  other side letters or agreements affecting the terms thereof. None
of  such documents and agreements has been amended or supplemented, nor have any
of the provisions thereof been waived, except pursuant to a written agreement or
instrument  which  has  heretofore  been  delivered  to  Agent.

     5.19.  CONFLICTING  AGREEMENTS.

          No  provision  of  any  mortgage,  indenture,  contract,  agreement,
judgment,  decree  or  order binding on MSI, MSUK or on Sensors or affecting the
Collateral  or the Subsidiary Collateral conflicts with, or requires any Consent


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which  has  not  already  been  obtained  to,  or  would  in any way prevent the
execution,  delivery or performance of, the terms of this Agreement or the Other
Documents.

     5.20.  APPLICATION  OF  CERTAIN  LAWS  AND  REGULATIONS.

          Neither  MSI, MSUK, Sensors nor any Affiliate of MSI is subject to any
statute,  rule or regulation which regulates the incurrence of any Indebtedness,
including  without  limitation,  statutes  or  regulations relative to common or
interstate carriers or to the sale of electricity, gas, steam, water, telephone,
telegraph  or  other  public  utility  services.

     5.21.  LIENS  AND  ENCUMBRANCES.

          Each of MSI, MSUK and the other Obligors has good and marketable title
to  all  of  their  respective  assets and owns same free and clear of all Liens
except  Permitted  Encumbrances.

6.   AFFIRMATIVE  COVENANTS.
     ----------------------

     MSI  and MSUK shall, and MSI shall cause Sensors and the other Obligors to,
until  payment  in  full  of  the Obligations and termination of this Agreement:

     6.1. PAYMENT  OF  FEES.

          Pay to Agent on demand all usual and customary fees and expenses which
Agent  incurs  in connection with (a) the forwarding of Advance proceeds and (b)
the establishment and maintenance of any Blocked Accounts or Depository Accounts
as  provided  for  in  Section 4.15(h). Agent may, without making demand, charge
Borrowers'  Accounts  for  all  such  fees  and  expenses.

     6.2. CONDUCT  OF  BUSINESS  AND  MAINTENANCE  OF  EXISTENCE  AND  ASSETS.

          (a)  Conduct  continuously and operate actively its business according
to  good  business  practices  and  maintain  all  of  its  properties useful or
necessary  in  its business in good working order and condition (reasonable wear
and  tear excepted and except as may be disposed of in accordance with the terms
of  this  Agreement),  including,  without  limitation,  all  licenses, patents,
copyrights, design rights, tradenames, trade secrets and trademarks and take all
actions  necessary  to  enforce  and  protect  the  validity of any intellectual
property  right  or  other  right  included  in  the  Collateral  and Subsidiary
Collateral;  (b)  keep  in full force and effect its existence and comply in all
material  respects  with  the  laws and regulations governing the conduct of its
business  where  the  failure  to  do  so could reasonably be expected to have a
Material  Adverse  Effect;  and  (c)  make  all  such  reports  and pay all such
franchise and other taxes and license fees and do all such other acts and things
as may be lawfully required to maintain its rights, licenses, leases, powers and
franchises  under  the  laws  of  the United States or any political subdivision
thereof.

     6.3. VIOLATIONS.

          Promptly notify Agent in writing of any violation of any law, statute,
regulation  or  ordinance  of  any  Official  Body,  or  of  any agency thereof,
applicable  to MSI, MSUK or any other Obligor which could reasonably be expected
to  have  a  Material  Adverse  Effect  on  MSI,  MSUK  or  such  other Obligor.


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<PAGE>
     6.4. GOVERNMENT  RECEIVABLES.

          When  requested by Agent to do so, take all steps necessary to protect
Agent's  and  Lenders'  interest in the Collateral and the Subsidiary Collateral
under  the  Federal  Assignment of Claims Act or other applicable state or local
statutes  or  ordinances  and  deliver  to  Agent  appropriately  endorsed,  any
instrument  or  chattel  paper  connected  with  any  Receivable  arising out of
contracts  between  MSI  and  the  government  of the United States (or accounts
receivable  arising  out of contracts between MSUK or Sensors and the government
of  the United States or the government of the United Kingdom), any state or any
department,  agency  or  instrumentality  of  any  of  them.

     6.5. MINIMUM  FIXED  CHARGE  COVERAGE.

          Maintain at all times on a consolidated basis, a ratio of Fixed Charge
Coverage  of  greater  than  1.50 to 1, measured quarterly on a rolling trailing
four  quarter  basis beginning with the fiscal quarter ending December 31, 2000.

     6.6. MINIMUM  TANGIBLE  NET  WORTH.

          Cause  or  permit the Tangible Net Worth: at fiscal year end March 31,
2001 to be not less than $2,000,000; at fiscal year end March 31, 2002 to be not
less than $9,000,000; and at each fiscal year end thereafter to be not less than
$15,000,000.

     6.7. MAXIMUM  LEVERAGE  RATIO.

          Cause or permit the Maximum Leverage Ratio to be: not greater than the
ratio of 2.75 to 1.00 during fiscal year ending March 31, 2001; not greater than
2.50 to 1.00 during fiscal year ending March 31, 2002; and not greater than 2:00
to  1.00  at any times thereafter. The Leverage Ratio will be measured quarterly
on  a  rolling  trailing  four  quarter  basis beginning with the fiscal quarter
ending  December  31,  2000.

     6.8. EXECUTION  OF  SUPPLEMENTAL  INSTRUMENTS.

          Execute  and  deliver  to  Agent  from time to time, upon demand, such
supplemental  agreements, statements, assignments and transfers, or instructions
or  documents  relating to the Collateral or the Subsidiary Collateral, and such
other  instruments  as  Agent may request, in order that the full intent of this
Agreement  may  be  carried  into  effect.

     6.9. PAYMENT  OF  INDEBTEDNESS;  TAXES.

          Pay,  discharge  or  otherwise satisfy at or before maturity (subject,
where  applicable,  to  specified  grace  periods  and, in the case of the trade
payables,  to  normal  payment practices) all its obligations and liabilities of
whatever  nature,  including  but  not limited to federal, state and local taxes
except  when  the  failure  to  do so could not reasonably be expected to have a
Material  Adverse  Effect  or  when  the amount or validity thereof is currently
being  contested  in  good  faith  by  appropriate  proceedings and MSI, MSUK or
Sensors  shall  have  provided  for  such  reserves as Agent may reasonably deem
proper  and  necessary,  subject  at  all  times to any applicable subordination
arrangement  in  favor  of  Agent  and/or  Lenders.

     6.10.  STANDARDS  OF  FINANCIAL  STATEMENTS.

          Cause  all financial statements referred to in Sections 9.7, 9.8, 9.9,
9.10,  9.11,  9.12,  and  9.13 as to which GAAP is applicable to be complete and
correct  in  all  material  respects  (subject, in the case of interim financial
statements,  to  normal  year-end  audit  adjustments)  and  to  be  prepared in


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<PAGE>
reasonable  detail  and  in accordance with GAAP applied consistently throughout
the  periods  reflected  therein  (except  as  concurred  in  by  such reporting
accountants  or  officer,  as  the  case  may  be,  and  disclosed  therein).

     6.11.  EXERCISE  OF  RIGHTS.

          Enforce  all  of  its material rights under the Acquisition Agreements
including,  but  not  limited  to,  all  indemnification  rights  and pursue all
remedies available to it with diligence and in good faith in connection with the
enforcement  of  any  such  rights.

     6.12.  INTEREST  RATE  PROTECTION.

          Obtain  Interest  Rate  Protection as to not less than 50% of the Term
Loan's  interest  expense on terms and conditions reasonably acceptable to Agent
and  MSI and maintain such Interest Rate Protection for at least three (3) years
from  the  Existing  Loan  Agreement  Closing  Date.

     6.13.  NO  LOSSES.

          Not  cause  or  permit there to occur net losses in any two (2) fiscal
quarters  during  any  twelve  (12)  month  period,  measured  quarterly.

     6.14.  MAINTENANCE  OF  ACCOUNTS.

          Maintain  MSI's  and  MSUK's  primary  depository  and cash management
accounts with Agent. Any payments due under the Revolving Loan, Term Loan or any
other credit facility hereunder may be made by a debit against any such account.

     6.15.  REPAYMENT  OF  INTERCOMPANY  LOAN.

          MSUK shall use the proceeds of the initial Revolving Advance under the
MSUK  Sublimit  to  repay  to  MSI the Pounds Sterling equivalent of $2,500,000,
which  amount  shall  be  applied by MSI against the Intercompany Loan and which
amount  shall  then  be  repaid  by MSI to Agent as a reduction of the Revolving
Advances.

     6.16.  NOTICE  OF  CERTAIN  EVENTS.

          In  the  event  of  (i)  an  acquisition  of  ownership,  directly  or
indirectly,  beneficially  or  of  record,  by  any  Person or group (within the
meaning  of  the Securities Exchange Act of 1934 and the rules of the Securities
and  Exchange  Commission thereunder as in effect on the date hereof), of shares
representing  more  than  five  (5%)  of  the  aggregate  ordinary  voting power
represented  by  the  issued  and  outstanding  capital  stock  of MSI, (ii) the
acquisition  of  direct  or  indirect  control of MSI by any Person or group not
presently  having such control; (iii) any circumstance which results in a direct
or  indirect  material  change  in  MSI's  or  any other Obligor's management or
policies,  whether  by  contract  or  otherwise; and (iv) any other circumstance
which  permits any Person to materially influence the business and operations of
MSI  or  any  other  Obligor not presently having such influence, then MSI shall
provide  written  notice  to the Agent in accordance with Section 15.9 hereof of
any such occurrence not less than thirty (30) days prior thereto and provide the
Agent  with  copies  of  all  relevant documentation related thereto and execute
whatever  further  documentation  related  hereto  as  the  Agent  may  require.


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<PAGE>
7.   NEGATIVE  COVENANTS.
     -------------------

     MSI  and MSUK shall not, and MSI shall cause Sensors and the other Obligors
not  to,  until  satisfaction in full of the Obligations and termination of this
Agreement:

     7.1. MERGER,  CONSOLIDATION,  ACQUISITION  AND  SALE  OF  ASSETS.

          (a)  Except  as  permitted  by Section 7.11(c), enter into any merger,
consolidation  or  other reorganization with or into any other Person or acquire
all  or a substantial portion of the assets or stock of any Person or permit any
other  Person  to  consolidate  with  or  merge  with  it.

          (b)  Sell,  lease,  transfer  or  otherwise  dispose of any Collateral
(except  as  permitted hereunder) or, in the case of Sensors or MSUK, Subsidiary
Collateral  (except  as  permitted  under the Sensors Security Agreement and the
First  Mortgage  Debenture),  or in the case of the other Obligors, any of their
properties  or  assets,  except  in  the  ordinary  course  of  their  business.

     7.2. CREATION  OF  LIENS.

          Create or suffer to exist any Lien upon or against any of its property
or assets or the properties or assets of any other Obligor, whether now owned or
hereafter  acquired,  except  Permitted  Encumbrances.

     7.3. GUARANTEES.

          Become  liable  upon  the  obligations  of  any  Person by assumption,
endorsement  or  guaranty  thereof  or  otherwise  (other  than  to Agent and/or
Lenders)  except  (i)  the  endorsement  of  checks  in  the  ordinary course of
business,  (ii)  any  guaranty  by  MSI of Sensors' obligations under its lease,
(iii)  the  guaranty  by MSI of MSUK's lease with Slough Trading Estate Limited,
(iv)  the  Guaranties,  and  (v)  MSI's guaranty of MSUK's obligations under its
Acquisition  Agreement.

     7.4. INVESTMENTS.

          Except  as  permitted pursuant to Section 7.11(c), purchase or acquire
obligations or stock of, or any other interest in, any Person including, without
limitation, capital contributions to MSUK, Sensors or any other Obligors, except
(a)  obligations  issued  or  guaranteed  by the United States of America or any
agency  thereof,  (b) commercial paper with maturities of not more than 180 days
and  a  published rating of not less than A-1 or P-1 (or the equivalent rating),
(c)  (i)  checking  accounts  or  (ii) certificates of time deposit and bankers'
acceptances  having  maturities  of  not  more  than  180  days  and  repurchase
agreements backed by United States government securities of a commercial bank if
(i)  such  bank  has a combined capital and surplus of at least $500,000,000, or
(ii)  its  debt  obligations,  or  those  of  a holding company of which it is a
Subsidiary, are rated not less than A (or the equivalent rating) by a nationally
recognized  investment  rating  agency,  (d) U.S. money market funds that invest
solely in obligations issued or guaranteed by the United States of America or an
agency  thereof;  or  (e)  the  Intercompany  Loan.

     7.5. LOANS.

          Except  as permitted pursuant to Section 7.11(c), make advances, loans
or extensions of credit to any Person, including without limitation, any Parent,
Subsidiary  or  Affiliate.


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<PAGE>
     7.6. DIVIDENDS.

          Declare, pay or make any dividend or distribution on any shares of the
common  stock  or  preferred stock of MSI (other than dividends or distributions
payable  in  its  stock  or  split-ups  or  reclassifications  of  its  stock or
membership  interests)  or  apply  any  of  its funds, property or assets to the
purchase, redemption or other retirement of any common or preferred stock, or of
any  options to purchase or acquire any such shares of common or preferred stock
of  MSI,  MSUK,  Sensors  or  of  any  other  Obligor.

     7.7. INDEBTEDNESS.

          Create,  incur,  assume  or  suffer  to  exist Indebtedness except (i)
Indebtedness  to  Lenders; (ii) trade debt (except that trade debt of MSUK shall
at  no time exceed $1,000,000); (iii) Indebtedness permitted by Section 7.11(c),
including the Intercompany Loan; and (iv) other Indebtedness in an amount not to
exceed  $250,000  in  the  aggregate.

     7.8. NATURE  OF  BUSINESS.

          Substantially  change  the  nature  of  the  business  in  which it is
presently  engaged,  nor  except  as  specifically  permitted hereby purchase or
invest,  directly  or  indirectly,  in  any assets or property other than in the
ordinary  course  of  business  for  assets  or  property  which  are useful in,
necessary  for  and  are  to  be  used  in  its business as presently conducted.

     7.9. TRANSACTIONS  WITH  AFFILIATES.

          Except  for transactions between MSI and its Subsidiaries, directly or
indirectly,  purchase,  acquire or lease any property from, or sell, transfer or
lease  any  property  to, or otherwise deal with, any Affiliate of MSI or of any
other  Obligor.

     7.10.  LEASES.

          Enter  as lessee into any lease arrangement not currently existing for
real  or  personal  property  (unless capitalized leases) if after giving effect
thereto  (including  subtracting any lease payments it is no longer obligated to
pay  because  such  lease  is being replaced by the new lease), aggregate annual
rental  payments for all additional leased property would exceed $500,000 in any
one  fiscal  year.

     7.11.  SUBSIDIARIES/ACQUISITIONS.

          (a)  Form  or acquire any Subsidiary unless (i) such Subsidiary (which
is  a  domestic  Subsidiary) expressly joins in this Agreement as a borrower and
becomes jointly and severally liable for the obligations of MSI hereunder, under
the  Notes,  and  under  any  other  agreement  between MSI and Agent and/or any
Lender,  (ii)  the  stock of such newly formed or acquired Subsidiary (100% of a
domestic  Subsidiary  and 65% of a foreign Subsidiary) is pledged and/or charged
to  the Agent and (iii) Agent shall have received all documents, including legal
opinions,  it  may  reasonably  require to establish compliance with each of the
foregoing  conditions.

          (b)  Enter into any partnership, joint venture or similar arrangement.

          (c)  Permit investment in or cash due to MSI from all of MSI's foreign
and  domestic  subsidiaries  in an amount at any time outstanding aggregating in


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<PAGE>
excess of $7,500,000 (including the Intercompany Loan) during any fiscal year of
MSI  outstanding  at  any  time,  to  be  determined  quarterly.

          (d)  Notwithstanding  the  foregoing  and  subject  to Section 7.11(a)
hereof,  this  Section  7.11  shall  not  prohibit  any  Acquisition if (i) such
Acquisition,  if  the Acquired Entity is a publicly held corporation, shall have
been  approved  by  the  Board  of  Directors of the Acquired Entity, (ii) after
giving  effect to such Acquisition, MSI and/or its Subsidiaries own in excess of
50%  of the Acquired Entity; (iii) MSI has delivered to the Agent, not less than
ten  (10)  Business  Days  prior  to  such  Acquisition,  a  reasonably detailed
description  of  such  Acquisition (including, without limitation, the business,
assets  or  Person,  the  Purchase Price thereof and the method and structure of
payment  thereof); (iv) the Acquired Entity is engaged in a line of business (A)
similar  to  the  business  of  MSI  or (B) otherwise acceptable to the Required
Lenders;  (v)  MSI  has  provided  the Agent with pro forma financial statements
prior  to such acquisition demonstrating compliance with Sections 6.5, 6.6, 6.7,
6.13,  7.2  and  7.7  and  a  certificate  of the chief financial officer of MSI
certifying  compliance such provisions in each case after giving effect thereto,
(vi)  no  Default or Event of Default shall have occurred and be continuing; and
(vii)  the  total  Purchase Price for the Acquisition and any other Acquisitions
during  the  immediately  preceding  twelve  month  period  is  not in excess of
$10,000,000  in  the  aggregate  and  the  aggregate  Purchase  Price  for  all
Acquisitions  (including  the  proposed  Acquisition)  during  the Term does not
exceed  $20,000,000.

     7.12.  FISCAL  YEAR  AND  ACCOUNTING  CHANGES.

          Change  MSI's  or  MSUK's  fiscal  year  or  make  any  change  (i) in
accounting  treatment and reporting practices except as required by GAAP or (ii)
in  tax  reporting  treatment  except  as  required  by  law.

     7.13.  PLEDGE  OF  CREDIT.

          Now  or  hereafter  pledge Lender's credit on any purchases or for any
purpose  whatsoever  or  use  any  portion of any Advance in or for any business
other  than MSI's or MSUK's business as conducted on the date of this Agreement.

     7.14.  AMENDMENT  OF  CERTIFICATE  OF  INCORPORATION  ,  BY-LAWS.

          Amend,  modify  or  waive  any  term  or  material  provision  of  its
Certificate  of Incorporation or By-Laws (or comparable corporate organizational
documents)  unless  required  by  law.

     7.15.  COMPLIANCE  WITH  ERISA.

          (i)  (x)  Maintain,  or  permit  any member of the Controlled Group to
maintain,  or  (y)  become  obligated to contribute, or permit any member of the
Controlled  Group  to  become  obligated  to contribute, to any Plan, other than
those  Plans  disclosed on Schedule 5.8(d), (ii) engage, or permit any member of
the  Controlled  Group to engage, in any non-exempt "prohibited transaction", as
that term is defined in section 406 of ERISA and Section 4975 of the Code, (iii)
incur,  or  permit any member of the Controlled Group to incur, any "accumulated
funding  deficiency", as that term is defined in Section 302 of ERISA or Section
412 of the Code, (iv) terminate, or permit any member of the Controlled Group to
terminate, any Plan where such event could result in any liability of MSI, MSUK,
Sensors or any member of the Controlled Group or the imposition of a lien on the
property of MSI, MSUK, Sensors or any member of the Controlled Group pursuant to
Section  4068 of ERISA, (v) assume, or permit any member of the Controlled Group


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<PAGE>
to  assume, any obligation to contribute to any Multiemployer Plan not disclosed
on  Schedule 5.8(d), (vi) incur, or permit any member of the Controlled Group to
incur,  any  withdrawal liability to any Multiemployer Plan; (vii) fail promptly
to  notify  Agent  of  the  occurrence  of any Termination Event, (viii) fail to
comply,  or  permit a member of the Controlled Group to fail to comply, with the
requirements  of  ERISA  or  the Code or other applicable laws in respect of any
Plan, (ix) fail to meet, or permit any member of the Controlled Group to fail to
meet,  all  minimum  funding requirements under ERISA or the Code or postpone or
delay  or  allow  any  member  of  the Controlled Group to postpone or delay any
funding  requirement  with  respect  of  any  Plan.

     7.16.  PREPAYMENT  OF  INDEBTEDNESS.

          Except  for  the  repayment  of  the  Intercompany Loan as required by
Sections  2.13  and 6.15 hereof, at any time, directly or indirectly, prepay any
Indebtedness  of  MSI  or  MSUK  to  an  Affiliate or Subsidiary, or repurchase,
redeem,  retire  or  otherwise  acquire  any  Indebtedness  of MSI or MSUK to an
Affiliate  or  Subsidiary.

     7.17.  OTHER  AGREEMENTS.

          Enter  into  any  material  amendment,  waiver  or modification of the
Acquisition  Agreements  or  any  related  agreements.

8.   CONDITIONS  PRECEDENT.
     ---------------------

     8.1. CONDITIONS  TO  CREATION  OF  MSUK  SUBLIMIT.

          The  agreement  of Agent and Lenders to amend and restate the Existing
Loan  Agreement  and to create the MSUK Sublimit is subject to the satisfaction,
or  waiver  by  Lenders,  immediately prior to the date hereof (unless otherwise
specified),  of  the  following  conditions  precedent:

          (a)  Notes.

               Agent  shall  have  received  the  Revolving  Credit  Notes  duly
executed  and delivered by an authorized officer of MSI and MSUK, as applicable;

          (b)  Filings,  Registrations  and  Recordings.

               Each  document  (including,  without  limitation,  any  Uniform
Commercial  Code  financing  statement)  required by this Agreement, any related
agreement  or  under  law  or  reasonably  requested  by  the Agent to be filed,
registered  or  recorded  in  order  to  create,  in favor of Agent, a perfected
security interest in or lien upon the Collateral and Subsidiary Collateral shall
have  been  properly filed, registered or recorded in each jurisdiction in which
the filing, registration or recordation thereof is so required or requested, and
Agent shall have received an acknowledgment copy, or other evidence satisfactory
to  it,  of  each  such  filing,  registration  or  recordation and satisfactory
evidence  of  the payment of any necessary fee, tax or expense relating thereto;

          (c)  Corporate  Proceedings  of  MSI,  MSUK  and  Sensors.

               Agent  shall  have received a copy of the resolutions in form and
substance  reasonably  satisfactory  to Agent, of the Board of Directors of MSI,
MSUK  and  of Sensors (and as Sensors and MSUK, the consent of MSI as their sole


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<PAGE>
shareholder)  authorizing  (i)  the  execution, delivery and performance of this
Agreement,  the  Notes,  the  Other  Documents  and  the  Acquisition Agreements
(collectively the "Documents") and (ii) the granting by MSI, MSUK or Sensors, as
the  case  may be, of the security interests in and liens upon the Collateral or
the  Subsidiary  Collateral certified by the Secretary or an Assistant Secretary
or  other authorized representative of MSI, MSUK or Sensors, as the case may be,
as  of  the  date hereof; and, such certificate shall state that the resolutions
thereby  certified  have  not been amended, modified, revoked or rescinded as of
the  date  of  such  certificate;

          (d)  Incumbency  Certificates  of  MSI,  MSUK  and  Sensors.

               Agent  shall  have  received a certificate of the Secretary or an
Assistant Secretary or other authorized representative of MSI, MSUK and Sensors,
dated  the  Date  hereof,  as to the incumbency and signature of the officers of
MSI,  MSUK  and  Sensors, as the case maybe, executing this Agreement, the Other
Documents,  any  certificate  or  other documents to be delivered by it pursuant
hereto,  together with evidence of the incumbency of such Secretary or Assistant
Secretary  or  other  authorized  representative of MSI, MSUK or Sensors, as the
case  may  be;

               (e)  Certificates.

               Agent  shall  have  received  a  copy  of  the  Certificates  of
Incorporation (or comparable organizational documents) of MSI, MSUK and Sensors,
and  all  amendments  thereto,  certified  by  the  Secretary  of State or other
appropriate  official  of  its jurisdiction of formation together with copies of
the  By-Laws  of MSI, MSUK and Sensors certified as accurate and complete by the
Secretary  or  other authorized representative of MSI, MSUK or Sensors, the case
may  be;

          (f)  Good  Standing  Certificates.

               Agent  shall  have  received  good standing certificates for MSI,
MSUK  and  for  Sensors  dated  not  more than 10 days prior to the Date hereof,
issued  by the Secretary of State or other appropriate official of MSI's, MSUK's
or  of  Sensors'  jurisdiction  of incorporation and each jurisdiction where the
conduct  of MSI's, MSUK's or of Sensors' business activities or the ownership of
its  properties  necessitates  qualification;

          (g)  Legal  Opinions.

               Agent  shall  have received (at MSI's expense) the executed legal
opinions of (i) John D. Arnold, Esq., (ii) McCarter & English LLP, (iii) counsel
admitted  to  practice  in  the  United  Kingdom;  and  (iv) counsel admitted to
practice  in  Hong  Kong  (which confirms that the pledge of Measurement Limited
stock  by  MSI  is enforceable against MSI and represents an effective pledge of
65%  of  the  stock  of  Measurement  Limited),  each  in  form  and  substance
satisfactory  to  Agent  which  shall  cover  such  matters  incident  to  the
transactions contemplated by this Agreement, the Notes, and the Other Documents,
as  Agent reasonably requires and MSI hereby authorizes and directs such counsel
to  deliver  such  opinions  to  Agent  and  Lenders.

          (h)  No  Litigation.

               No  litigation,  investigation  or  proceeding  before  or by any
arbitrator  or Official Body shall be continuing or threatened against MSI, MSUK
or  Sensors, or against the members, officers or directors of MSI, MSUK, Sensors
and any other Obligor or against the Seller or its officers and directors (A) in


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connection  with  the  Documents or any of the transactions contemplated thereby
and  which,  in the reasonable opinion of Agent, is deemed material or (B) which
could, in the reasonable opinion of Agent have a Material Adverse Effect; and no
injunction,  writ,  restraining  order  or  other order of any nature materially
adverse  to MSI, MSUK, Sensors and any other Obligor or Seller or the conduct of
its business or inconsistent with the due consummation of the Transactions shall
have  been  issued  by  any  Official  Body;

          (i)  Financial  Condition  Certificates.

               Agent  shall  have  received  an  executed  Financial  Condition
Certificate  in  the  form  of  Exhibit  8.1(i).

          (j)  Fees.

               Agent  shall  have received all fees payable to Agent and Lenders
on  or  prior  to  the  date  hereof  pursuant  to  Article  III  hereof;

          (k)  Insurance.

               Agent  shall  have received in form and substance satisfactory to
Agent,  certified  copies  of  MSI's,  MSUK's  and  Sensors'  casualty insurance
policies,  together  with  loss payable endorsements on Agent's standard form of
loss  payee  endorsement  naming  Agent  as  loss payee, and certified copies of
MSI's,  MSUK's  and  Sensors'  liability  insurance  policies,  together  with
endorsements  naming  Agent  as  a  co-insured;

          (l)  Stock  Pledge  Agreements,  Other  Documents.

               Agent  shall  have  received  the  duly  executed  Stock  Pledge
Agreements,  Assignment  of  Patents,  Assignments  of  Trademarks and all Other
Documents,  each  in  form  and  substance satisfactory to Lenders. In the event
modifications  to  or  a replacement of the applicable Stock Pledge Agreement of
MSI is deemed advisable by such Hong Kong counsel, MSI shall enter into any such
modification  to  or  replacement  of  such  Stock  Pledge  Agreement;

          (m)  Consents.

               Agent  shall  have  received  any  and  all Consents necessary to
permit  the  effectuation of the transactions contemplated by this Agreement and
the  Documents; and, Agent shall have received such Consents and waivers of such
third  parties  as  might  assert  claims with respect to the Collateral and the
Subsidiary  Collateral,  as  Agent  and  its  counsel  shall  deem  necessary;

          (n)  No  Adverse  Material  Change.

               (i)  since  September 30, 2000, there shall not have occurred any
event,  condition or state of facts which could reasonably be expected to have a
Material Adverse Effect and (ii) no representations made or information supplied
to  Agent  shall have been proven to be inaccurate or misleading in any material
respect;

          (o)  Closing  Certificate.

               Agent  shall  have  received  a closing certificate signed by the
Chief Financial Officer of MSI, MSUK and of Sensors dated as of the date hereof,
stating  that (i) all representations and warranties set forth in this Agreement
and  the  Other Documents are true and correct on and as of such date, (ii) MSI,
MSUK  and  Sensors  are  on  such  date  in  compliance  with  all the terms and


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provisions  set forth in this Agreement and the Other Documents, (iii) MSI, MSUK
and  Sensors  is  on such date in compliance with all applicable laws, statutes,
rules  and regulations of any applicable Official Body, and (iv) on such date no
Default  or  Event  of  Default  has  occurred  or  is  continuing;

          (p)  Borrowing  Base.

               Agent  shall  have  received  evidence from MSI, MSUK and Sensors
that  the  aggregate  amount  of  Eligible Receivables and Eligible Inventory is
sufficient  in  value  and  amount  to support Revolving Advances and Letters of
Credit  in  the  amounts  requested  by  MSI  or  MSUK;

          (q)  Guaranties.

               Agent  shall  have  received  the  MSI  Guaranty  and the Sensors
Guaranty,  duly  executed by appropriate authorized officers of MSI and Sensors.

          (r)  Security  Agreements.

               Agent  shall  have  received the First Mortgage Debenture and the
Sensors  Security Agreement, duly executed by appropriate authorized officers of
MSUK  and  Sensors.

          (s)  Intercreditor  Agreement

               Agent  shall  have  received  the  Intercreditor  Agreement, duly
executed  by  appropriate  authorized  officers  of  MSI  and  MSUK.

          (t)  Financial  Statements  of  Seller.

               Agent  shall  have  received (i) the post-closing audited balance
sheet (as described in the Acquisition Agreements) of the division of the Seller
purchased  by  MSI  (or  MSUK)  pursuant to the Acquisition Agreements, and (ii)
audited  (defined in the Acquisition Agreements as the SEC Financial Statements)
financial  statements  for the prior two (2) years of the division of the Seller
purchased by MSI (or MSUK) pursuant to the Acquisition Agreements, which in both
cases shall confirm in all material respects the information previously provided
to  the  Lenders  by  MSI.

          (u)  Assignments  of  Patents  and  Trademarks.

               Agent  shall have received within thirty (30) days of the Closing
Date  at  MSI's  expense  new  assignments  of  patents  (or  amendments  to the
assignments of patents dated as of August 7, 2000) from MSI and/or Sensors and a
new  assignment  of  trademarks (or an amendment to the assignment of trademarks
dated as of August 7, 2000) from MSI, each in form and substance satisfactory to
Agent  and  its  counsel,  reflecting,  as  applicable, the proper owners of the
existing  patents  and  trademarks  and/or  the  addition  of  new  patents  and
trademarks acquired by MSI and Sensors since the Existing Loan Agreement Closing
Date.

          (v)  Other.

               All  corporate  and  other  proceedings,  and  all  documents,
instruments and other legal matters in connection with the Transactions shall be
satisfactory  in  form  and  substance  to  Agent  and  its  counsel.


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     8.2. CONDITIONS  TO  EACH  ADVANCE.

          The agreement of Agent and Lenders to make any Advance requested to be
made  on  any  date  (including,  without  limitation,  the initial Advance), is
subject to the satisfaction of the following conditions precedent as of the date
such  Advance  is  made:

          (a)  Representations  and  Warranties.

               Each  of the representations and warranties made by MSI, MSUK and
by each Obligor in or pursuant to this Agreement and any Other Document to which
it  is  a party, and each of the representations and warranties contained in any
certificate,  document  or  financial  or  other statement furnished at any time
under  or  in connection with this Agreement or any Other Document shall be true
and correct in all material respects on and as of such date as if made on and as
of  such  date;

          (b)  No  Default.

               No  Event  of  Default  or  Default  shall  have  occurred and be
continuing  on  such  date,  or  would exist after giving effect to the Advances
requested  to  be  made,  on  such date and, in the case of the initial Advance,
after  giving effect to the consummation of the transactions contemplated by the
Acquisition  Agreements;  provided,  however  that  Lenders,  in  their  sole
discretion,  may  continue  to make Advances notwithstanding the existence of an
Event  of Default or Default and that any Advances so made shall not be deemed a
waiver  of  any  such  Event  of  Default  or  Default;  and

          (c)  Maximum  Advances.

               In  the  case  of any Advances requested to be made, after giving
effect  thereto,  the  aggregate Advances shall not exceed the maximum amount of
Advances  permitted under Section 2.1 hereof. Each request for an Advance by MSI
or  MSUK hereunder shall constitute a representation and warranty by MSI or MSUK
as  of the date of such Advance that the conditions contained in this subsection
shall  have  been  satisfied.

9.   INFORMATION  AS  TO  MSI,  MSUK  AND  SENSORS.
     ---------------------------------------------

     MSI  and MSUK shall and MSI shall cause Sensors, until satisfaction in full
of  the  Obligations  and  the  termination  of  this  Agreement:

     9.1. DISCLOSURE  OF  MATERIAL  MATTERS.

          Immediately  upon  learning  thereof,  report  to  Agent  all  matters
materially  affecting the value, enforceability or collectibility of any portion
of  the  Collateral  or  Subsidiary  Collateral,  including, without limitation,
MSI's,  MSUK's or Sensors' reclamation or repossession of, or the return to MSI,
MSUK or to Sensors of, a material amount of goods or claims or disputes asserted
by  any  Customer  or  other  obligor.

     9.2. SCHEDULES.

          Deliver  to  Agent on or before the fifteenth (15th) day of each month
as  and for the prior month (a) accounts receivable agings, (b) accounts payable
schedules,  (c)  Inventory  reports and (d) a Borrowing Base Certificate, all in
form  and  substance  satisfactory  to Agent. In addition, MSI, MSUK and Sensors
will  deliver  to Agent at such intervals as Agent may require: (i) confirmatory
assignment  schedules,  (ii)  copies  of  Customer's invoices, (iii) evidence of


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<PAGE>
shipment  or  delivery,  and  (iv)  such  further  schedules,  documents  and/or
information  regarding  the  Collateral, Subsidiary Collateral or Receivables as
Agent  may  require  including,  without  limitation,  trial  balances  and test
verifications.  Agent shall have the right to confirm and verify all Receivables
by  any  manner and through any medium it considers advisable and do whatever it
may  deem  reasonably necessary to protect its interests hereunder. The items to
be  provided  under  this  Section  are  to be in form satisfactory to Agent and
executed by MSI, MSUK or Sensors, as the case may be and delivered to Agent from
time  to  time  solely  for  Agent's  convenience  in maintaining records of the
Collateral  and  the  Subsidiary  Collateral  and reviewing the Receivables, and
MSI's,  MSUK's  or  Sensors' failure to deliver any of such items to Agent shall
not  affect,  terminate, modify or otherwise limit Lender's Lien with respect to
the  Collateral  or  Subsidiary  Collateral.

     9.3. ENVIRONMENTAL  REPORTS.

          Furnish  Agent,  concurrently  with  the  delivery  of  the  financial
statements referred to in Sections 9.7 and 9.8, with a certificate signed by the
President  or  Manager  of  MSI stating, to the best of his knowledge, that MSI,
MSUK  and the other Obligors are in compliance in all material respects with all
federal,  state  and local laws relating to environmental protection and control
and  occupational  safety and health. To the extent MSI, MSUK or another Obligor
is  not  in  compliance with the foregoing laws, the certificate shall set forth
with  specificity  all areas of non-compliance and the proposed action MSI, MSUK
or  such  other  Obligor  will  implement  in  order to achieve full compliance.

     9.4. LITIGATION.

          Promptly  notify  Agent  in  writing  of  any  litigation,  suit  or
administrative  proceeding  affecting MSI, MSUK or any other Obligor, whether or
not  the  claim  is  covered  by  insurance,  and  of any suit or administrative
proceeding,  which  in  any  such  case  could  reasonably be expected to have a
Material  Adverse  Effect.

     9.5. MATERIAL  OCCURRENCES.

          Promptly  notify Agent in writing upon the occurrence of (a) any Event
of  Default  or  Default; (b) any event, development or circumstance whereby any
financial  statements  or  other reports furnished to Agent fail in any material
respect  to  present  fairly,  in accordance with GAAP consistently applied, the
financial  condition  or  operating  results  of  MSI  as  of  the  date of such
statements;  (c)  any  accumulated  retirement plan funding deficiency which, if
such  deficiency  continued for two plan years and was not corrected as provided
in Section 4971 of the Code, could subject MSI, MSUK or Sensors to a tax imposed
by  Section 4971 of the Code; (d) each and every default by MSI, MSUK or Sensors
which  might  result  in  the  acceleration of the maturity of any Indebtedness,
including  the  names  and  addresses  of  the holders of such Indebtedness with
respect  to  which  there  is  a  default  existing or with respect to which the
maturity  has been or could be accelerated, and the amount of such Indebtedness;
(e)  notice of any default under any of the leases or occupancy agreements as to
any  Real  Property; and (f) any other development in the business or affairs of
MSI,  MSUK  or  any  other  Obligor which could reasonably be expected to have a
Material  Adverse  Effect;  in  each  case describing the nature thereof and the
action  MSI,  MSUK or another Obligor, as the case may be, proposes to take with
respect  thereto.


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     9.6. GOVERNMENT  RECEIVABLES.

          Notify  Agent  immediately  if  any  of  its  Receivables arise out of
contracts  between  MSI,  MSUK (or Sensors) and the United States, any state, or
any  department,  agency  or  instrumentality  of  any  of  them.

     9.7. ANNUAL  FINANCIAL  STATEMENTS.

          (a)  MSI.

          Furnish Agent and each Lender within ninety (90) days after the end of
each  fiscal  year  of  MSI  on  a consolidated and consolidating basis, audited
financial  statements of MSI including, but not limited to, statements of income
and  stockholders'  or  members'  equity and cash flow from the beginning of the
current  fiscal  year to the end of such fiscal year and the balance sheet as at
the  end  of such fiscal year, all prepared in accordance with GAAP applied on a
basis  consistent  with  prior  practices, and in reasonable detail and reported
upon  without  qualification  by an independent certified public accounting firm
selected  by  MSI  and  satisfactory  to Agent (the "Accountants") together with
MSI's  annual  10k  audit  and  internally  prepared  annual  consolidated  and
consolidating statements. The report of the Accountants may not be audited as to
the  consolidating  results  and  shall  be  accompanied  by  a statement of the
Accountants  certifying  that  (i)  they  have  caused  the Loan Agreement to be
reviewed, (ii) in making the examination upon which such report was based either
no  information  came to their attention which to their knowledge constituted an
Event  of Default or a Default under this Agreement or any related agreement or,
if  such  information  came  to  their attention, specifying any such Default or
Event of Default, its nature, when it occurred and whether it is continuing, and
such  report shall contain or have appended thereto calculations which set forth
MSI's  compliance with the requirements or restrictions imposed by Sections 6.5,
6.6,  6.7,  6.8,  6.13  and  7.10  hereof.  In  addition,  the  reports shall be
accompanied  by a certificate of MSI's Chief Financial Officer which shall state
that,  based  on  an  examination  sufficient  to permit him to make an informed
statement,  no  Default or Event of Default exists, or, if such is not the case,
specifying  such  Default  or  Event  of  Default, its nature, when it occurred,
whether  it  is continuing and the steps being taken by MSI with respect to such
event,  and  such certificate shall have appended thereto calculations which set
forth MSI's compliance with the requirements or restrictions imposed by Sections
6.5,  6.6,  6.7,  6.13  and  7.10  hereof.

          (b)  MSUK

          Furnish Agent and each Lender within ninety (90) days after the end of
each  fiscal  year  of  MSUK,  internally  prepared financial statements of MSUK
including,  but  not  limited  to,  statements  of  income  and stockholders' or
members'  equity  and cash flow from the beginning of the current fiscal year to


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the  end  of such fiscal year and the balance sheet as at the end of such fiscal
year, each in a form acceptable to Agent and prepared on a basis consistent with
prior  practices  and complete and correct in all material respects, accompanied
by a certificate of MSUK's Chief Financial Officer which shall state that, based
on  an  examination  sufficient  to permit him to make an informed statement, no
Default or Event of Default exists, or, if such is not the case, specifying such
Default  or  Event  of  Default,  its  nature,  when  it occurred, whether it is
continuing  and  the  steps  being  taken  by  MSUK  with respect to such event.

     9.8. MONTHLY  AND  QUARTERLY  FINANCIAL  STATEMENTS.

          (a)  MSI

          Furnish  Agent  and each Lender on a consolidated basis within 60 days
after the end of each fiscal quarter, an unaudited consolidated balance sheet of
MSI  and unaudited statements of income and stockholders' or members' equity and
cash  flow  of  MSI  reflecting  results of operations from the beginning of the
fiscal year to the end of such quarter and for such quarter, prepared on a basis
consistent  with  prior  practices  and  complete  and  correct  in all material
respects,  subject  to  normal  year  end  adjustments,  and internally prepared
quarterly  consolidating  statements  for  each  of  the three quarters of June,
September  and December and fiscal year end March, together with MSI's quarterly
10-Q  report.  The  reports  shall be accompanied by a certificate signed by the
Chief  Financial Officer of MSI, which shall state that, based on an examination
sufficient  to  permit him to make an informed statement, no Default or Event of
Default exists, or, if such is not the case, specifying such Default or Event of
Default,  its  nature,  when it occurred, whether it is continuing and the steps
being taken by MSI with respect to such default and, such certificate shall have
appended  thereto  calculations  which  set  forth  MSI's  compliance  with  the
requirements  or  restrictions  imposed by Sections 6.5, 6.6, 6.7, 6.13 and 7.10
hereof.

          (b)  MSUK

          Furnish  Agent  and  each  Lender within 60 days after the end of each
fiscal  quarter,  an internally prepared balance sheet of MSUK and statements of
income  and  stockholders'  or  members' equity and cash flow of MSUK reflecting
results  of  operations from the beginning of the fiscal year to the end of such
quarter and for such quarter, each in a form acceptable to Agent and prepared on
a basis consistent with prior practices and complete and correct in all material
respects,  subject  to  normal  year  end  adjustments,  and internally prepared
quarterly  statements  for  each  of  the  three quarters of June, September and
December  and  fiscal year end March, accompanied by a certificate signed by the
Chief Financial Officer of MSUK, which shall state that, based on an examination
sufficient  to  permit him to make an informed statement, no Default or Event of
Default exists, or, if such is not the case, specifying such Default or Event of
Default,  its  nature,  when it occurred, whether it is continuing and the steps
being  taken  by  MSUK  with  respect  to  such  default.

     9.9. OTHER  REPORTS.

          Furnish  Agent  and  each  Lender  on  a consolidated basis as soon as
available,  but  in  any  event within ten (10) days after the issuance thereof,
with  copies  of  such financial statements, reports and returns as MSI, MSUK or
Sensors  shall  send to MSI's stockholders. Furnish Agent and each Lender within
ninety  (90)  days  after  the  end of each fiscal year of MSI, consolidated and
consolidating financial projections of MSI's operations on a quarterly basis for
each  fiscal  year,  all  in reasonable detail and in such form as the Agent may
require  and  prepared  by  MSI's  Chief  Financial  Officer.

     9.10.  ADDITIONAL  INFORMATION.

          Furnish  Agent  and  each  Lender  with such additional information as
Agent shall reasonably request in order to enable Agent to determine whether the
terms,  covenants,  provisions  and  conditions of this Agreement, the Notes and
Other  Documents  have  been  complied  with by MSI, MSUK and the other Obligors
including, without limitation and without the necessity of any request by Agent,


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<PAGE>
(a)  copies  of  all  environmental audits and reviews, (b) at least thirty (30)
days  prior  thereto,  notice  of  MSI's,  MSUK's or Sensors' opening of any new
office or place of business or MSI's, MSUK's or Sensors' closing of any existing
office  or  place  of business, and (c) promptly upon MSI's, MSUK's or any other
Obligor's  learning  thereof,  notice of any labor dispute to which MSI, MSUK or
such  other  Obligor may become a party, any strikes or walkouts relating to any
of  its  plants or other facilities, and the expiration of any labor contract to
which  MSI,  MSUK  or  any other Obligor is a party or by which MSI, MSUK or any
other  Obligor  is  bound.

     9.11.  NOTICE  OF  SUITS,  ADVERSE  EVENTS.

          Furnish Agent with prompt notice of (i) any lapse or other termination
of any Consent issued to MSI, MSUK or to another Obligor by any Official Body or
any  other  Person  that  is  material to the operation of MSI's, MSUK's or such
other  Obligor's  business,  (ii)  any refusal by any Official Body or any other
Person  to  renew  or  extend  any such Consent; (iii) copies of any periodic or
special  reports filed by MSI, MSUK or another Obligor with any Official Body or
Person,  if  such  reports  indicate  any  material  change  in  the  business,
operations,  affairs  or  condition  of  MSI,  MSUK or such other Obligor, or if
copies  thereof  are requested by Agent, and (iv) copies of any material notices
and  other  communications  from  any Official Body or Person which specifically
relate  to  MSI,  MSUK  or  to  another  Obligor.

     9.12.  ERISA  NOTICES  AND  REQUESTS.

          Furnish  Agent with immediate written notice in the event that (i) MSI
or  any  member  of  the  Controlled  Group  knows  or has reason to know that a
Termination  Event  has  occurred,  together with a written statement describing
such  Termination  Event  and  the  action,  if  any, which MSI or member of the
Controlled  Group has taken, is taking, or proposes to take with respect thereto
and, when known, any action taken or threatened by the Internal Revenue Service,
Department  of Labor or PBGC with respect thereto, (ii) MSI or any member of the
Controlled  Group  knows or has reason to know that a prohibited transaction (as
defined  in  Sections  406  of ERISA and 4975 of the Code) has occurred together
with  a  written statement describing such transaction and the action which such
MSI  or  any  member of the Controlled Group has taken, is taking or proposes to
take  with  respect  thereto, (iii) a funding waiver request has been filed with
respect  to  any  Plan  together  with all communications received by MSI or any
member  of  the Controlled Group with respect to such request, (iv) any increase
in the benefits of any existing Plan or the establishment of any new Plan or the
commencement  of  contributions  to  any  Plan to which MSI or any member of the
Controlled  Group  was  not  previously contributing shall occur, (v) MSI or any
member of the Controlled Group shall receive from the PBGC a notice of intention
to  terminate  a  Plan  or  to  have  a  trustee appointed to administer a Plan,
together  with  copies  of  each  such  notice,  (vi)  MSI  or any member of the
Controlled Group shall receive any favorable or unfavorable determination letter
from  the  Internal  Revenue Service regarding the qualification of a Plan under
Section  401(a) of the Code, together with copies of each such letter; (vii) MSI
or  any  member  of  the  Controlled  Group shall receive a notice regarding the
imposition  of  withdrawal  liability, together with copies of each such notice;
(viii)  MSI  or any member of the Controlled Group shall fail to make a required


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installment  or  any  other required payment under Section 412 of the Code on or
before  the  due date for such installment or payment; (ix) MSI or any member of
the  Controlled  Group  knows that (a) a Multiemployer Plan has been terminated,
(b)  the  administrator  or  plan  sponsor  of  a  Multiemployer Plan intends to
terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute
proceedings  under  Section  4042  of  ERISA  to terminate a Multiemployer Plan.

     9.13.  ADDITIONAL  DOCUMENTS.

          Execute  and  deliver  to  Agent,  upon  request,  such  documents and
agreements  as Agent may, from time to time, reasonably request to carry out the
purposes,  terms  or  conditions  of  this  Agreement  and  the Other Documents.

10.   EVENTS  OF  DEFAULT.
      -------------------

     The  occurrence of any one or more of the following events shall constitute
an  "Event  of  Default":

     10.1.  Failure  by  MSI  or  MSUK  to  pay any principal or interest on the
Obligations  when due, whether at maturity or by reason of acceleration pursuant
to  the  terms  of  this  Agreement  or  by notice of intention to prepay, or by
required  prepayment  or  failure to pay any other liabilities or make any other
payment, fee or charge provided for herein when due or in any Other Document; or

     10.2. Any representation or warranty made or deemed made by MSI, MSUK or by
any  other  Obligor in this Agreement or any Other Document or related agreement
or in any certificate, document or financial or other statement furnished at any
time  in connection herewith or therewith shall prove to have been misleading in
any  material  respect  on  the  date  when made or deemed to have been made; or

     10.3.  Failure  by  MSI, MSUK or any other Obligor to (i) furnish financial
information  when  due  or  when  requested  which is unremedied for a period of
fifteen  (15)  days,  or  (ii) permit the inspection of its books or records; or

     10.4.  Issuance  of  a  notice  of  Lien,  levy,  assessment, injunction or
attachment  against  a  material portion of MSI's, MSUK's or any other Obligor's
property  which  is  not  stayed  or  lifted  within  forty  (40)  days;  or

     10.5.  Except  as otherwise provided for in Sections 10.1 and 10.3, failure
or  neglect of MSI, MSUK or of any other Obligor to perform, keep or observe any
term, provision, condition, covenant herein contained, or contained in any other
agreement or arrangement, now or hereafter entered into between MSI, MSUK or any
other  Obligor,  on  the  one  hand, and Agent or any Lender, on the other hand,
except for a failure or neglect of MSI, MSUK or of any other Obligor to perform,
keep  or  observe  any  term,  provision,  condition  or  covenant, contained in
Sections  4.6,  4.7,  4.9, 4.11, 6.3, 6.4 or 9.6 hereof which is cured within 30
days  from  the  occurrence  of  such  failure  or  neglect;  or

     10.6.  Any  judgment  or  judgments  are  rendered  or judgment liens filed
against  MSI, MSUK and/or any other Obligor for an aggregate amount in excess of
$250,000  unless  such  are  contested in good faith, MSI, MSUK and/or any other
Obligor has established adequate reserves in the judgment of the Agent and which
within  forty  (40)  days  of  such rendering or filing is not either satisfied,
stayed  or  discharged  of  record;  or

     10.7.  MSI,  MSUK  or  any other Obligor shall (i) apply for, consent to or
suffer  the  appointment  of,  or  the  taking  of  possession  by,  a receiver,
custodian,  trustee,  liquidator  or  similar fiduciary of itself or of all or a
substantial part of its property, (ii) make a general assignment for the benefit


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of  creditors,  (iii)  commence  a  voluntary case under any state or federal or
foreign  bankruptcy  laws (as now or hereafter in effect), (iv) be adjudicated a
bankrupt  or  insolvent,  (v)  file  a petition seeking to take advantage of any
other  law  providing  for  the relief of debtors, (vi) acquiesce to, or fail to
have  dismissed,  within  sixty  (60) days, any petition filed against it in any
involuntary  case  under  such bankruptcy laws, or (vii) take any action for the
purpose  of  effecting  any  of  the  foregoing;  or

     10.8.  MSI, MSUK or any other Obligor shall admit in writing its inability,
or  be generally unable, to pay its debts as they become due or cease operations
of  its  present  business;  or

     10.9.  Any Affiliate or any Subsidiary of MSI, shall (i) apply for, consent
to  or  suffer  the  appointment of, or the taking of possession by, a receiver,
custodian,  trustee,  liquidator  or  similar fiduciary of itself or of all or a
substantial  part  of  its  property, (ii) admit in writing its inability, or be
generally unable, to pay its debts as they become due or cease operations of its
present  business, (iii) make a general assignment for the benefit of creditors,
(iv)  commence a voluntary case under any state or federal or foreign bankruptcy
laws  (as  now  or  hereafter  in  effect),  (v)  be  adjudicated  a bankrupt or
insolvent,  (vi)  file  a  petition  seeking  to take advantage of any other law
providing  for  the  relief  of  debtors,  (vii)  acquiesce  to, or fail to have
dismissed,  within  thirty  (30)  days,  any  petition  filed  against it in any
involuntary  case  under such bankruptcy laws, or (viii) take any action for the
purpose  of  effecting  any  of  the  foregoing;  or

     10.10.  Any  change in MSI's, MSUK's or in any other Obligor's condition or
affairs (financial or otherwise) which in Agent's opinion has a Material Adverse
Effect;  or

     10.11.  Any  Lien  created  hereunder  or  provided for hereby or under any
related  agreement  for  any reason ceases to be or is not a valid and perfected
Lien  having  a  first  priority  interest;  or

     10.12. A default of any obligations of MSI, MSUK or any other Obligor under
any  other  agreement to which it is a party shall occur which adversely affects
its  condition,  affairs  or prospects (financial or otherwise) which default is
not  cured  within  any  applicable  grace  period;

     10.13.  Any  Change  in  Control  shall  occur;  or

     10.14.  Any  material  provision  of  this  Agreement or any Other Document
shall, for any reason, cease to be valid and binding on MSI, MSUK or Sensors, or
MSI,  MSUK  or  Sensors  shall  so  claim  in  writing  to  Agent;  or

     10.15.  any Official Body shall (A) revoke, terminate, suspend or adversely
modify  any  license,  permit, patent trademark or tradename of MSI, MSUK or any
other  Obligor,  or  (B)  commence  proceedings to suspend, revoke, terminate or
adversely  modify  any  such license, permit, trademark, tradename or patent and
such proceedings shall not be dismissed or discharged within sixty (60) days, or
(c)  schedule  or  conduct  a  hearing  on  the  renewal of any license, permit,
trademark,  tradename  or patent necessary for the continuation of MSI's, MSUK's
or  of any other Obligor's business and the staff of such Official Body issues a
report recommending the termination, revocation, suspension or material, adverse
modification  of  such  license,  permit, trademark, tradename or patent and any
such  revocation,  termination  or  other action would reasonably be expected to
have  a  Material  Adverse  Effect;  or


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     10.16.  any  agreement  which  is necessary or material to the operation of
MSI's,  MSUK's or of any other Obligor's business shall be revoked or terminated
and  not  replaced  by  a substitute acceptable to Agent within thirty (30) days
after  the  date  of  such  revocation  or  termination,  and such revocation or
termination  and non-replacement would reasonably be expected to have a Material
Adverse  Effect;  or

     10.17.  Any  portion  of  the  Collateral or Subsidiary Collateral shall be
seized  or  taken  by  a Official Body, or MSI, MSUK or Sensors or the title and
rights  of  MSI,  MSUK  or  Sensors  shall  have  become  the  subject matter of
litigation  which  might,  in  the  opinion  of Agent, upon final determination,
result  in  impairment or loss of the security provided by this Agreement or the
Other  Documents;  or

     10.18.  An  event  or  condition  specified in Sections 7.15 or 9.12 hereof
shall  occur or exist with respect to any Plan and, as a result of such event or
condition,  together  with all other such events or conditions, MSI, MSUK or any
member  of  the  Controlled  Group  shall  incur,  or in the opinion of Agent be
reasonably  likely  to incur, a liability to a Plan or the PBGC (or both) which,
in  the  reasonable  judgment of Agent, would have a Material Adverse Effect; or

     10.19.  Termination of any Guaranty, or if MSI, MSUK or Sensors attempts to
terminate  or  challenge the validity of, or its liability under, its respective
Guaranty;  or

     10.20  There  occurs,  in relation to MSI, MSUK or any other Obligor or any
Affiliate  or  Subsidiary  of  any  of them or the assets of any of them, in any
country  or  territory  in  which  it is incorporated or transacts business, any
event  which  appears  to  the Agent, to correspond in that country or territory
with  any  of  those  events  mentioned in subsections 10.7 through 10.9 hereof.


11.   LENDERS'  RIGHTS  AND  REMEDIES  AFTER  DEFAULT.
      -----------------------------------------------

     11.1.  RIGHTS  AND  REMEDIES.

          Upon  the  occurrence  of (i) an Event of Default pursuant to Sections
10.7  or  10.9  hereof, all Obligations shall be immediately due and payable and
the obligation of Agent and Lenders to make Advances shall be deemed terminated;
and,  (ii)  any  of the other Events of Default and at any time thereafter (such
default not having previously been cured), at the option of Required Lenders all
Obligations  shall be immediately due and payable and the Required Lenders shall
have  the  right  to terminate this Agreement and to terminate the obligation of
Agent and Lenders to make Advances and (iii) a filing of a petition against MSI,
MSUK  or  Sensors  in any involuntary case under any state or federal bankruptcy
laws  (or, as to MSUK, equivalent laws under the laws of England and Wales), the
obligation  of  Agent and Lenders to make Advances hereunder shall be terminated
other  than  as  may be required by an appropriate order of the bankruptcy court
having  jurisdiction over MSI, MSUK or Sensors. Upon the occurrence of any Event
of  Default, Agent shall have the right to exercise any and all other rights and
remedies  provided  for  herein, under the Uniform Commercial Code and at law or
equity  generally,  including,  without  limitation,  the right to foreclose the
security  interests  granted  herein  and  to realize upon any Collateral or any
Subsidiary  Collateral  by  any  available  judicial  procedure  and/or  to take
possession  of  and  sell  any or all of the Collateral or Subsidiary Collateral
with  or  without  judicial  process.  Agent  may  enter any of MSI's, MSUK's or
Sensors'  premises or other premises without legal process and without incurring
liability  to  MSI, MSUK or Sensors therefor, and Agent may thereupon, or at any
time thereafter, in its discretion without notice or demand, take the Collateral
or  Subsidiary  Collateral  and  remove the same to such place as Agent may deem
advisable  and Agent may require MSI, MSUK and Sensors to make the Collateral or
Subsidiary  Collateral available to Agent at a convenient place. With or without
having  the  Collateral  or  Subsidiary Collateral at the time or place of sale,
Agent  may sell the Collateral or Subsidiary Collateral, or any part thereof, at
public  or  private  sale,  at  any time or place, in one or more sales, at such
price  or  prices,  and  upon  such  terms,  either  for  cash, credit or future
delivery,  as  Agent  may  elect.  Except  as  to that part of the Collateral or
Subsidiary  Collateral  which  is perishable or threatens to decline speedily in


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value  or is of a type customarily sold on a recognized market, Agent shall give
MSI,  MSUK  and  Sensors reasonable notification of such sale or sales, it being
agreed  that  in  all  events  written notice mailed to MSI, MSUK and Sensors at
least  ten  (10) days prior to such sale or sales is reasonable notification. At
any  public  sale  Agent  may bid for and become the purchaser, and Agent or any
other  purchaser  at  any such sale thereafter shall hold the Collateral and the
Guarantee  Collateral sold absolutely free from any claim or right of whatsoever
kind,  including  any  equity of redemption and such right and equity are hereby
expressly  waived  and  released by MSI, MSUK or Sensors, as the case may be. In
connection  with  the  exercise  of  the  foregoing  remedies,  Agent is granted
permission  to  use  all of MSI's, MSUK's and Sensors' trademarks, trade styles,
trade  names,  patents,  patent  applications,  licenses,  franchises  and other
proprietary  rights  which  are  used  in  connection with (a) Inventory for the
purpose  of  disposing  of  such  Inventory and (b) Equipment for the purpose of
completing  the  manufacture of unfinished goods. The proceeds realized from the
sale  of  any  Collateral  and  any  Subsidiary  Collateral  shall be applied as
follows:  first,  to  the  reasonable  costs,  expenses  and attorneys' fees and
expenses  incurred  by Agent and each Lender for collection and for acquisition,
completion,  protection,  removal,  storage, sale and delivery of the Collateral
and  Subsidiary  Collateral; second, to interest due upon any of the Obligations
and  any  fees payable under this Agreement; and, third, to the principal of the
Obligations.  If any deficiency shall arise, MSI and Sensors shall remain liable
to  Agent  and  Lenders  therefor.

     11.2.  AGENT'S  DISCRETION.

          Agent  shall  have the right in its sole discretion to determine which
rights,  Liens,  security  interests  or  remedies Agent may at any time pursue,
relinquish,  subordinate,  or  modify  or  to take any other action with respect
thereto  and  such  determination  will  not  in any way modify or affect any of
Agent's  or  any  Lender's  rights  hereunder.

     11.3.  SETOFF.

          In addition to any other rights which Agent and Lenders may have under
applicable  law, upon the occurrence of an Event of Default hereunder, Agent and
Lenders  shall  have a right to apply MSI's, MSUK's or Sensors' property held by
Agent  and  such  Lender  to  reduce  the  Obligations.

     11.4.  RIGHTS  AND  REMEDIES  NOT  EXCLUSIVE.

          The  enumeration  of the foregoing rights and remedies is not intended
to  be exhaustive and the exercise of any right or remedy shall not preclude the
exercise  of  any  other  right  or  remedies  provided  for herein or otherwise
provided  by  law,  all  of  which  shall  be  cumulative  and  not alternative.


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12.  WAIVERS  AND  JUDICIAL  PROCEEDINGS.
     -----------------------------------

     12.1.  WAIVER  OF  NOTICE.

          MSI,  MSUK and Sensors each hereby waives notice of non-payment of any
of the Receivables, demand, presentment, protest and notice thereof with respect
to  any  and  all  instruments,  notice of acceptance hereof, notice of loans or
advances  made, credit extended, Collateral or Subsidiary Collateral received or
delivered,  or  any other action taken in reliance hereon, and all other demands
and  notices  of  any  description,  except  such  as are expressly provided for
herein.

     12.2.  DELAY.

          No delay or omission on Agent's or any Lender's part in exercising any
right,  remedy  or  option shall operate as a waiver of such or any other right,
remedy  or  option  or  of  any  default.

     12.3.  JURY  WAIVER.

          EACH  PARTY  TO  THIS AGREEMENT AND SENSORS HEREBY EXPRESSLY WAIVE ANY
RIGHT  TO  TRIAL  BY  JURY  OF  ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A)
ARISING  UNDER  THIS  AGREEMENT  OR  ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED  OR  DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH
OR  RELATED  OR  INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO AND SENSORS OR
ANY  OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT  EXECUTED  OR  DELIVERED  IN  CONNECTION HEREWITH, OR THE TRANSACTIONS
RELATED  HERETO  OR  THERETO  IN  EACH  CASE  WHETHER  NOW EXISTING OR HEREAFTER
ARISING,  AND  WHETHER  SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY
HEREBY  CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED  BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE  OF  THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL  BY  JURY.

13.  THE  AGENT.
     ----------

     13.1.  APPOINTMENT.

          Each  Lender  hereby confirms the appointment of the Agent pursuant to
the  Existing  Loan  Agreement  and  hereby irrevocably designates, appoints and
authorizes  First Union National Bank to act as Agent for such Lender under this
Agreement  and to execute and deliver or accept on behalf of each of the Lenders
the  other  Loan  Documents. Each Lender hereby irrevocably authorizes, and each
holder  of  any  Note by the acceptance of a Note shall be deemed irrevocably to
authorize,  the  Agent to take such action on its behalf under the provisions of
this  Agreement and the Other Documents and any other instruments and agreements
referred  to  herein,  and  to  exercise  such powers and to perform such duties


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hereunder as are specifically delegated to or required of the Agent by the terms
hereof,  together  with  such powers as are reasonably incidental thereto. First
Union  National  Bank agrees to act as the Agent on behalf of the Lenders to the
extent  provided  in  this Agreement. For purposes of Revolving Advances to MSUK
hereunder,  each  Lender  hereby irrevocably designates, appoints and authorizes
the  London  Branch  to  act  as  sub-agent  for  the Agent. Each Lender further
authorizes  the  London  Branch  to  make  any and all necessary and appropriate
filings  with  the  applicable  office of the United Kingdom Inland Revenue with
respect  to  the  transactions  contemplated hereunder so as to ensure exemption
from  withholding  taxes.

     13.2.  DELEGATION  OF  DUTIES.

          The Agent may perform any of its duties hereunder by or through agents
or  employees  (provided such delegation does not constitute a relinquishment of
its  duties  as Agent) and, subject to Sections 13.5 and 13.6, shall be entitled
to  engage  and  pay for the advice or services of any attorneys, accountants or
other  experts  concerning all matters pertaining to its duties hereunder and to
rely  upon  any  advice  so  obtained.

     13.3.  NATURE  OF  DUTIES;  INDEPENDENT  CREDIT  INVESTIGATION.

          The  Agent  shall  have  no  duties  or  responsibilities except those
expressly  set  forth  in  this  Agreement  and no implied covenants, functions,
responsibilities,  duties,  obligations,  or liabilities shall be read into this
Agreement  or  the  Other  Documents or otherwise exist. The duties of the Agent
shall  be  mechanical  and administrative in nature; the Agent shall not have by
reason  of  this  Agreement  or  the  Other  Documents  a  fiduciary  or  trust
relationship  in  respect  of  any  Lender  (except  to  the extent specifically
required  pursuant  to  the  First  Mortgage  Debenture  and  the  Intercreditor
Agreement);  and  nothing in this Agreement or the Other Documents, expressed or
implied, is intended to or shall be so construed as to impose upon the Agent any
obligations  in  respect  of  this  Agreement  or  the Other Documents except as
expressly  set  forth herein and therein. Without limiting the generality of the
foregoing, the use of the term "agent" in this Agreement and the Other Documents
with  reference  to  the Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable
law.  Instead,  such  term  is  used merely as a matter of market custom, and is
intended  to  create  or  reflect  only  an  administrative relationship between
independent contracting parties. Each Lender expressly acknowledges (i) that the
Agent  has  not  made any representations or warranties to it and that no act by
the  Agent hereafter taken, including any review of the affairs of MSI, MSUK and
of  Sensors, shall be deemed to constitute any representation or warranty by the
Agent  to  any  Lender; (ii) that it has made and will continue to make, without
reliance  upon  the  Agent,  its  own independent investigation of the financial
condition and affairs and its own appraisal of the creditworthiness of MSI, MSUK
or  of  Sensors in connection with this Agreement and the making and continuance
of  the  Advances hereunder; and (iii) except as expressly provided herein, that
the  Agent  shall  have  no  duty  or  responsibility,  either initially or on a
continuing  basis,  to  provide  any Lender with any credit or other information
with  respect  thereto,  whether coming into its possession before the making of
any  Advance  or  at  any  time  or  times  thereafter.

     13.4.  ACTIONS  IN  DISCRETION  OF  AGENT;  INSTRUCTIONS  FROM THE LENDERS.

          The Agent agrees, upon the written request of the Required Lenders, to
take or refrain from taking any action of the type specified as being within the
Agent's  rights,  powers or discretion herein, provided that the Agent shall not
be  required to take any action which exposes the Agent to personal liability or
which  is contrary to this Agreement or any Other Document or applicable law. In


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the  absence  of  a  request  by  the  Required  Lenders,  the  Agent shall have
authority,  in  its  sole  discretion,  to  take or not to take any such action,
unless  this Agreement specifically requires the consent of the Required Lenders
or  all  of  the  Lenders.  Any  action taken or failure to act pursuant to such
instructions  or  discretion shall be binding on the Lenders, subject to Section
13.6.  Subject to the provisions of Section 13.6, no Lender shall have any right
of  action  whatsoever  against  the  Agent  as  a result of the Agent acting or
refraining  from  acting  hereunder  in  accordance with the instructions of the
Required  Lenders,  or  in  the  absence  of  such instructions, in the absolute
discretion  of  the  Agent.

     13.5.  REIMBURSEMENT  AND  INDEMNIFICATION  OF  AGENT  BY  MSI  AND  MSUK.

          MSI  and  MSUK unconditionally agree to pay or reimburse the Agent and
hold  the Agent harmless against (a) liability for the payment of all reasonable
out-of-pocket  costs, expenses and disbursements, including fees and expenses of
counsel  (including  the  allocated  costs  of  staff  counsel),  appraisers and
environmental  consultants,  incurred  by  the  Agent (i) in connection with the
development,  negotiation,  preparation,  printing,  execution,  administration,
syndication,  interpretation  and  performance  of  this Agreement and the Other
Documents,  (ii)  relating  to  any  requested  amendments,  waivers or consents
pursuant  to  the  provisions hereof or the Other Documents, (iii) in connection
with  the  enforcement  of this Agreement or any Other Document or collection of
amounts  due  hereunder or thereunder or the proof and allowability of any claim
arising  under  this  Agreement  or any Other Document, whether in bankruptcy or
receivership  proceedings or otherwise, and (iv) in any workout or restructuring
or  in  connection with the protection, preservation, exercise or enforcement of
any  of  the terms hereof or of any rights hereunder or under any Other Document
or in connection with any foreclosure, collection or bankruptcy proceedings, and
(b)  all  liabilities,  obligations,  losses,  damages,  penalties,  actions,
judgments,  suits,  costs,  expenses  or  disbursements  of  any  kind or nature
whatsoever  which  may be imposed on, incurred by or asserted against the Agent,
in its capacity as such, in any way relating to or arising out of this Agreement
or  any Other Documents or any action taken or omitted by the Agent hereunder or
thereunder,  provided  that  MSI and MSUK shall not be liable for any portion of
such  liabilities,  obligations, losses, damages, penalties, actions, judgments,
suits,  costs,  expenses  or  disbursements if the same results from the Agent's
gross  negligence  or willful misconduct, or if MSI or MSUK was not given notice
of  the subject claim and the opportunity to participate in the defense thereof,
at  its expense (except that MSI and MSUK shall remain liable to the extent such
failure to give notice does not result in a loss to MSI or MSUK), or if the same
results  from  a  compromise  or  settlement  agreement entered into without the
consent  of MSI and MSUK, which shall not be unreasonably withheld. In addition,
MSI and MSUK agree to reimburse and pay all reasonable out-of-pocket expenses of
the  Agent's regular employees and agents engaged periodically to perform audits
of  MSI's  and  MSUK's  books,  records  and  business  properties.

     13.6.  EXCULPATORY  PROVISIONS;  LIMITATION  OF  LIABILITY.

          Neither  the  Agent  nor  any  of  its directors, officers, employees,
agents, attorneys or Affiliates shall (a) be liable to any Lender for any action
taken  or omitted to be taken by it or them hereunder, or in connection herewith
including  pursuant  to  any  Other  Document, unless caused by its or their own
gross  negligence or willful misconduct, (b) be responsible in any manner to any
of  the  Lenders for the effectiveness, enforceability, genuineness, validity or
the  due  execution of this Agreement or any Other Documents or for any recital,
representation, lien warranty, document, certificate, report or statement herein
or  made  or  furnished  under or in connection with this Agreement or any Other
Documents,  or (c) be under any obligation to any of the Lenders to ascertain or


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to inquire as to the performance or observance of any of the terms, covenants or
conditions  hereof  or  thereof  on  the  part  of  MSI, MSUK or Sensors, or the
financial  condition  of  MSI,  MSUK  or  Sensors,  or the existence or possible
existence  of  any  Event  of  Default.  No  claim may be made by any MSI, MSUK,
Sensors,  any  Lender, the Agent or any of their respective Subsidiaries against
the Agent, any Lender or any of their respective directors, officers, employees,
agents,  attorneys  or  Affiliates, or any of them, for any special, indirect or
consequential  damages  or,  to  the  fullest  extent  permitted by law, for any
punitive  damages  in  respect of any claim or cause of action (whether based on
contract,  tort, statutory liability, or any other ground) based on, arising out
of  or  related  to  this  Agreement  or  any Other Document or the transactions
contemplated  hereby  or  any  act,  omission  or  event occurring in connection
herewith  or therewith, including the negotiation, documentation, administration
or  collection  of  the  Advances,  and  MSI  (for itself and on behalf of MSUK,
Sensors  and  each  of  its  Subsidiaries),  the Agent and each Lender hereby or
thereby  waive,  releases  and  agree  never  to sue upon any claim for any such
damages, whether such claim now exists or hereafter arises and whether or not it
is now known or suspected to exist in its favor. Each Lender agrees that, except
for  notices,  reports and other documents expressly required to be furnished to
the  Lenders  by the Agent hereunder or given to the Agent for the account of or
with  copies  for  the  Lenders,  the Agent and each of its directors, officers,
employees,  agents,  attorneys  or  Affiliates  shall  not  have  any  duty  or
responsibility  to  provide  any  Lender  with  any  credit or other information
concerning  the  business,  operations,  property,  condition  (financial  or
otherwise), prospects or creditworthiness of MSI, MSUK or Sensors which may come
into  the  possession of the Agent or any of its directors, officers, employees,
agents,  attorneys  or  Affiliates.

     13.7.  REIMBURSEMENT  AND  INDEMNIFICATION  OF  AGENT  BY  LENDERS.

          Each Lender agrees to reimburse and indemnify the Agent (to the extent
not  reimbursed  by  MSI  or MSUK and without limiting the Obligation of MSI and
MSUK  to  do  so)  in  proportion  to  its  Ratable  Share  from and against all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses  or  disbursements, including attorneys' fees and disbursements
(including  the  allocated  costs of staff counsel), and costs of appraisers and
environmental consultants, of any kind or nature whatsoever which may be imposed
on,  incurred  by or asserted against the Agent, in its capacity as such, in any
way  relating  to or arising out of this Agreement or any Other Documents or any
action  taken  or omitted by the Agent hereunder or thereunder, provided that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages,  penalties, actions, judgments, suits, costs, expenses or disbursements
(a) if the same results from the Agent's gross negligence or willful misconduct,
or  (b)  if  such  Lender  was  not  given  notice  of the subject claim and the
opportunity  to  participate in the defense thereof, at its expense (except that
such  Lender  shall remain liable to the extent such failure to give notice does
not  result  in  a  loss  to  the  Lender),  or  (c)  if the same results from a
compromise  and  settlement  agreement  entered into without the consent of such
Lender,  which  shall  not  be  unreasonably  withheld. In addition, each Lender
agrees promptly upon demand to reimburse the Agent (to the extent not reimbursed
by  MSI  or  MSUK  and  without  limiting  the  Obligation  of  MSI to do so) in
proportion  to its Ratable Share for all amounts due and payable by MSI and MSUK
to  the  Agent in connection with the Agent's periodic audit of MSI's and MSUK's
books,  records  and  business  properties.


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     13.8.  RELIANCE  BY  AGENT.

          The  Agent shall be entitled to rely upon any writing, telegram, telex
or  teletype  message,  resolution,  notice,  consent,  certificate,  letter,
cablegram,  statement,  order  or other document or conversation by telephone or
otherwise believed by it to be genuine and correct and to have been signed, sent
or  made  by  the  proper Person or Persons, and upon the advice and opinions of
counsel  and  other professional advisers selected by the Agent. The Agent shall
be fully justified in failing or refusing to take any action hereunder unless it
shall  first  be  indemnified to its satisfaction by the Lenders against any and
all  liability  and  expense  which may be incurred by it by reason of taking or
continuing  to  take  any  such  action.

     13.9.  NOTICE  OF  DEFAULT.

          The  Agent  shall  not  be  deemed  to have knowledge or notice of the
occurrence  of  any  Default  or  Event of Default unless the Agent has received
written notice from a Lender or MSI referring to this Agreement, describing such
Default  or  Event  of  Default  and  stating  that  such notice is a "notice of
default."

     13.10.  NOTICES.

          The  Agent  shall  send  to each Lender a copy of all notices received
from  MSI  and  MSUK  pursuant  to the provisions of this Agreement or the Other
Documents  promptly  after  receipt thereof. The Agent shall promptly notify MSI
and  the  other  Lenders of each change in the Prime Rate and the effective date
thereof  but  failure to do so shall not effect any change in the interest rates
herein.

     13.11.  LENDERS  IN  THEIR  INDIVIDUAL  CAPACITIES.

          With  respect  to  its  Revolving  Credit  Commitment,  the  Revolving
Advances,  the  Term  Loan Commitment and the Term Loan made by it and any other
rights  and  powers  given to it as a Lender hereunder or under any of the Other
Documents,  the  Agent  shall  have  the same rights and powers hereunder as any
other  Lender and may exercise the same as though it were not the Agent, and the
term  "Lenders" shall, unless the context otherwise indicates, include the Agent
in  its  individual  capacity.  First Union National Bank and its Affiliates and
each  of  the  Lenders and their respective Affiliates may, without liability to
account,  except  as  prohibited  herein,  make  loans to, accept deposits from,
discount drafts for, act as trustee under indentures of, and generally engage in
any  kind of banking or trust business with, MSI and its Affiliates, in the case
of the Agent, as though it were not acting as Agent hereunder and in the case of
each  Lender,  as  though  such  Lender were not a Lender hereunder. The Lenders
acknowledge  that,  pursuant to such activities, the Agent or its Affiliates may
(i) receive information regarding MSI or MSUK (including information that may be
subject  to confidentiality obligations in favor of MSI or MSUK) and acknowledge
that the Agent shall be under no obligation to provide such information to them,
and  (ii)  accept  fees and other consideration from MSI or MSUK for services in
connection  with  this Agreement and otherwise without having to account for the
same  to  the  Lenders.

     13.12.  HOLDERS  OF  NOTES.

          The  Agent  may  deem  and  treat  any  payee of any Note as the owner
thereof  for  all  purposes  hereof  unless  and  until  written  notice  of the
assignment  or  transfer  thereof  shall  have  been  filed  with the Agent. Any


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request,  authority  or  consent  of  any  Person who at the time of making such
request  or  giving such authority or consent is the holder of any Note shall be
conclusive  and binding on any subsequent holder, transferee or assignee of such
Note  or  of  any  Note  or  Notes  issued  in  exchange  therefor.

     13.13.  EQUALIZATION  OF  LENDERS.

          The  Lenders  and the holders of any participations in any Notes agree
among themselves that, with respect to all amounts received by any Lender or any
such  holder  for  application  on any Obligation hereunder or under any Note or
under  any  such  participation,  whether  received  by  voluntary  payment,  by
realization  upon  security, by the exercise of the right of set-off or banker's
lien,  by counterclaim or by any other non-pro rata source, equitable adjustment
will  be made in the manner stated in the following sentence so that, in effect,
all  such  excess  amounts  will  be  shared  ratably among the Lenders and such
holders  in proportion to their interests in payments under the Notes, except as
otherwise  provided  in Sections 2.22 or in Article III. The Lenders or any such
holder  receiving any such amount shall purchase for cash from each of the other
Lenders  an interest in such Lender's Advances in such amount as shall result in
a  ratable  participation  by  the Lenders and each such holder in the aggregate
unpaid  amount  under  the  Notes,  provided  that if all or any portion of such
excess  amount is thereafter recovered from the Lender or the holder making such
purchase,  such  purchase  shall be rescinded and the purchase price restored to
the  extent  of  such recovery, together with interest or other amounts, if any,
required  by  law (including court order) to be paid by the Lender or the holder
making  such  purchase.

     13.14.  SUCCESSOR  AGENT.

          The  Agent  (i)  may  resign  as  Agent  or  (ii) shall resign if such
resignation  for  cause  is requested by the Required Lenders (if the Agent is a
Lender,  the  Agent's  Advances  and  its  Commitment  shall  be  considered  in
determining  whether  the  Required Lenders have requested such resignation), in
either  case  of  (i)  or  (ii)  by giving not less than thirty (30) days' prior
written  notice  to  MSI.  If  the Agent shall resign under this Agreement, then
either (a) the Required Lenders shall appoint from among the Lenders a successor
agent  for  the  Lenders,  subject to the consent of MSI, such consent not to be
unreasonably withheld, or (b) if a successor agent shall not be so appointed and
approved  within  the thirty (30) day period following the Agent's notice to the
Lenders  of  its  resignation, then the Agent shall appoint, with the consent of
MSI,  such  consent not to be unreasonably withheld, a successor agent who shall
serve  as Agent until such time as the Required Lenders appoint and MSI consents
to the appointment of a successor agent. Upon its appointment pursuant to either
clause  (a)  or  (b)  above,  such  successor agent shall succeed to the rights,
powers  and  duties of the Agent, and the term "Agent" shall mean such successor
agent, effective upon its appointment, and the former Agent's rights, powers and
duties  as Agent shall be terminated without any other or further act or deed on
the part of such former Agent or any of the parties to this Agreement. After the
resignation  of  any  Agent hereunder, the provisions of this Article XIII shall
inure  to  the  benefit  of such former Agent and such former Agent shall not by
reason  of  such  resignation  be  deemed  to be released from liability for any
actions  taken  or  not  taken by it while it was an Agent under this Agreement.


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     13.15.  AVAILABILITY  OF  FUNDS.

          The  Agent  may  assume  that  each  Lender  has made or will make the
proceeds  of  an Advance available to the Agent unless the Agent shall have been
notified  by  such Lender on or before the later of (1) the close of business on
the Business Day preceding the date of Borrowing with respect to such Advance or
two  (2) hours before the time on which the Agent actually funds the proceeds of
such  Advance  to  MSI  or  MSUK  (whether  using its own funds pursuant to this
Section  13.15  or  using  proceeds  deposited with the Agent by the Lenders and
whether  such  funding  occurs  before  or  after  the time on which Lenders are
required to deposit the proceeds of such Advance with the Agent). The Agent may,
in  reliance upon such assumption (but shall not be required to), make available
to  MSI  or  MSUK a corresponding amount. If such corresponding amount is not in
fact  made available to the Agent by such Lender, the Agent shall be entitled to
recover  such amount on demand from such Lender (or, if such Lender fails to pay
such  amount forthwith upon such demand from MSI or MSUK) together with interest
thereon,  in  respect  of each day during the period commencing on the date such
amount  was  made  available  to  MSI  or  MSUK and ending on the date the Agent
recovers  such  amount,  at a rate per annum equal to (i) the Federal Funds Rate
during  the  first  three (3) days after such interest shall begin to accrue and
(ii)  the  applicable  interest rate in respect of such Advance after the end of
such  three-day  period.

     13.16.  CALCULATIONS.

          In  the  absence  of gross negligence or willful misconduct, the Agent
shall  not be liable for any error in computing the amount payable to any Lender
whether in respect of the Advances, fees or any other amounts due to the Lenders
under  this  Agreement or any Other Document. In the event an error in computing
any amount payable to any Lender is made, the Agent, MSI, MSUK and each affected
Lender  shall,  forthwith upon discovery of such error, make such adjustments as
shall  be  required to correct such error, and any compensation therefor will be
calculated  at  the  Federal  Funds  Rate.

     13.17.  BENEFICIARIES.

          Except  as  expressly  provided herein, the provisions of this Article
XIII  are solely for the benefit of the Agent and the Lenders, and MSI, MSUK and
Sensors  shall  not  have any rights to rely on or enforce any of the provisions
hereof.  In  performing its functions and duties under this Agreement, the Agent
shall  act  solely  as agent of the Lenders and does not assume and shall not be
deemed  to have assumed any obligation toward or relationship of agency or trust
with  or  for  MSI,  MSUK  or  Sensors.

     13.18.  NO  LIABILITY  FOR  FAILURE  TO  MAKE  FILINGS.

          The  Agent in its limited capacity as trustee as specifically required
pursuant  to  the  First  Mortgage  Debenture and the Intercreditor Agreement or
otherwise  shall not be liable for any failure, omission or defect in perfecting
the  security  granted  pursuant to the First Mortgage Debenture or any security
created  thereby including, without limitation, any failure to: (i) register the
same  in accordance with the provisions of any of the documents of title of MSUK
to  any  of the property thereby charged; or (ii) effect or procure registration
of  or  otherwise protect any floating charge or any other such security created
by  the  First  Mortgage  Debenture  under the Land Registration Act 1925 or any
other  registration  laws  in  any  jurisdiction.


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     13.19.  ACCEPTANCE  OF  TITLE.

          The  Agent in its limited capacity as trustee as specifically required
pursuant  to  the  First  Mortgage  Debenture and the Intercreditor Agreement or
otherwise may accept without inquiry such title as MSUK may have to the property
secured  pursuant  to  the  First  Mortgage  Debenture.

     13.20.  NO  OBLIGATION  TO  HOLD  TITLE  DEEDS.

          The  Agent in its limited capacity as trustee as specifically required
pursuant  to  the  First  Mortgage  Debenture and the Intercreditor Agreement or
otherwise  shall  not  be  under  any  obligation  to  hold  the  First Mortgage
Debenture, the Intercreditor Agreement, any title deed or any other documents in
connection  therewith  or  any  other  documents  in  connection with the assets
charged  by  the  First Mortgage Debenture or any other such security in its own
possession  or  to take any steps to protect or preserve the same. The Agent may
permit MSUK to retain the First Mortgage Debenture, the Intercreditor Agreement,
any  title  deeds  and any other documents in its possession. The Agent will use
all  reasonable care to ensure the safe custody of the First Mortgage Debenture,
the  Intercreditor  Agreement,  any  title  deeds,  and  other  documents in its
possession  but shall not be liable for the damage or destruction of any of such
documents unless caused by the gross negligence or willful default of the Agent.

     13.21.  TRUSTEE  POWERS.

          Except as otherwise provided in this Agreement and in any of the Other
Documents,  the  Agent,  in  its  limited  capacity  as  trustee as specifically
required  pursuant  to  the  First  Mortgage  Debenture  and  the  Intercreditor
Agreement,  shall  have:  (i)  the benefit of all the provisions of this Article
XIII;  (ii) all the powers of an absolute owner of the security granted pursuant
to  the  First  Mortgage  Debenture;  (iii)  the  power of appointing new and/or
additional  trustees;  and  (iv)  all  of the powers and discretion conferred on
trustees  by  the  Trustee  Act  1925  (to the extent not inconsistent with this
Agreement  and the Other Documents) and on the Agent by this Agreement and Other
Documents (including without limitation the power to invest all monies which are
received by the Agent under the trusts contained in the First Mortgage Debenture
and  the  Intercreditor  Agreement  in  its  name  or  under  its control in any
investment  for  the  time being authorized by English law for the investment by
trustees of trust money or in any other investments which may be selected by the
Agent).  Additionally,  the  Agent  shall have the power to place such monies on
deposit  in its name or under its control at such bank or institution (including
at  the  Agent)  and  on  such  terms  as  the  Agent  may  deem  appropriate.

14.  EFFECTIVE  DATE  AND  TERMINATION.
     ---------------------------------

     14.1.  TERM.

          This  Agreement,  which  shall  inure  to  the benefit of and shall be
binding  upon  the  parties  hereto  and the respective successors and permitted
assigns  of  MSI,  MSUK,  the other Obligors, Agent and Lenders, shall be deemed
effective as of August 7, 2000 and shall continue in full force and effect until
indefeasible  payment  in full by MSI or MSUK, as applicable, of the Obligations
(including  cash  collateralizing  any  Letters  of  Credit  Outstanding)  and
termination  of  all  Commitments  (the  "Term").


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     14.2.  TERMINATION.

          The  termination  of the Agreement shall not affect MSI's, MSUK's, any
other  Obligor's,  any  of  Lender's or Agent's rights or any of the Obligations
having  their inception prior to the effective date of such termination, and the
provisions  hereof  shall  continue to be fully operative until all transactions
entered  into,  rights  or  interests  created  or  Obligations  have been fully
disposed  of,  concluded or liquidated. The security interests, Liens and rights
granted  to  Agent  and/or  Lenders hereunder and the financing statements filed
hereunder  shall  continue  in  full  force  and  effect,  notwithstanding  the
termination of this Agreement or the fact that Borrowers' Accounts may from time
to  time  be  temporarily  in  a  zero  or  credit  position,  until  all of the
Obligations  of  MSI, MSUK and Sensors have been paid or performed in full after
the  termination of this Agreement or MSI and/or MSUK has furnished Agent and/or
Lenders  with  an  indemnification satisfactory to Lenders with respect thereto.
Accordingly,  MSI,  MSUK  and Sensors waive any rights which each may have under
Section  9-404(1)  of  the  Uniform  Commercial  Code  to  demand  the filing of
termination  statements with respect to the Collateral, and Agent and/or Lenders
shall  not  be  required  to  send  such  termination statements to MSI, MSUK or
Sensors, or to file them with any filing office, unless and until this Agreement
shall have been terminated in accordance with its terms and all Obligations paid
(or  cash  collateralized)  in  full  in  immediately  available  funds.  All
representations,  warranties, covenants, waivers and agreements contained herein
shall  survive termination hereof until all Obligations are paid or performed in
full.

15.  MISCELLANEOUS.
     --------------

     15.1.  MODIFICATIONS,  AMENDMENTS  OR  WAIVERS.

          With the written consent of the Required Lenders, the Agent, acting on
behalf  of  all  the  Lenders,  and MSI may from time to time enter into written
agreements  amending  or  changing  any provision of this Agreement or any Other
Document or the rights of the Lenders or MSI or MSUK hereunder or thereunder, or
may grant written waivers or consents to a departure from the due performance of
the  Obligations  of  MSI  and MSUK hereunder or thereunder. Any such agreement,
waiver  or consent made with such written consent shall be effective to bind all
the Lenders and MSI and MSUK; provided, that, without the written consent of all
the  Lenders,  no  such  agreement,  waiver  or  consent may be made which will:

          (a)  Increase  the  amount  of the Revolving Credit Commitment or Term
Loan  Commitment  of  any  Lender  hereunder  or  extend  the  Expiration  Date;

          (b) Whether or not any Revolving Advance or Term Loan are outstanding,
extend the time for payment of principal or interest of any Revolving Advance or
Term  Loan, the commitment fee or any other fee payable to any Lender, or reduce
the  principal  amount of or the rate of interest borne by any Advance or reduce
the  commitment  fee or any other fee payable to any Lender, or otherwise affect
the  terms  of  payment  of  the  principal  of  or interest of any Advance, the
commitment  fee  or  any  other  fee  payable  to  any  Lender;  or

          (c)  increase  the  Advance Rates above the Advance Rates effective on
the  Closing  Date;  or

          (d)  Except  for  sales of assets permitted by Section 7.1(b), release
any  Collateral  or any Subsidiary Collateral during any calendar year having an
aggregate value in excess of five hundred thousand dollars ($500,000) or release


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any  Guaranty;  or  consisting  of capital stock or other ownership interests of
MSI,  MSUK,  Sensors or any Subsidiary of MSI or substantially all of the assets
of  MSI,  MSUK,  Sensors  or  any  other  security  for  any  of MSI's or MSUK's
Obligations;  or

          (e)  Amend  Sections  2.15, 13.6, 13.13 or this Section 15.1(e), alter
any  provision  regarding  the  pro  rata  treatment  of the Lenders, change the
definition  of  Required  Lenders,  or  change any requirement providing for the
Lenders or the Required Lenders to authorize the taking of any action hereunder;
provided,  further,  that no agreement, waiver or consent which would modify the
interests,  rights  or  obligations of the Agent in its capacity as Agent or the
issuance  of Letters of Credit shall be effective without the written consent of
the  Agent.

     15.2.  NO  IMPLIED  WAIVERS;  CUMULATIVE  REMEDIES;  WRITING  REQUIRED.

          No  course  of  dealing  and  no  delay or failure of the Agent or any
Lender  in exercising any right, power, remedy or privilege under this Agreement
or  any  Other  Document  shall  affect  any other or future exercise thereof or
operate as a waiver thereof, nor shall any single or partial exercise thereof or
any  abandonment  or  discontinuance  of  steps  to enforce such a right, power,
remedy or privilege preclude any further exercise thereof or of any other right,
power, remedy or privilege. The rights and remedies of the Agent and the Lenders
under this Agreement and any Other Documents are cumulative and not exclusive of
any  rights  or  remedies  which  they would otherwise have. Any waiver, permit,
consent  or  approval  of any kind or character on the part of any Lender of any
breach  or  default  under this Agreement or any such waiver of any provision or
condition  of  this  Agreement must be in writing and shall be effective only to
the  extent specifically  set  forth  in  such  writing.

     15.3.  REIMBURSEMENT AND INDEMNIFICATION OF LENDERS BY MSI AND MSUK; TAXES.

          MSI  and MSUK agree unconditionally upon demand to pay or reimburse to
each  Lender (other than the Agent, as to which MSI's and MSUK's Obligations are
set  forth  in  Section  13.5)  and  to  save  such  Lender harmless against (i)
liability  for  the  payment of all reasonable out-of-pocket costs, expenses and
disbursements (including fees and expenses of counsel (including allocated costs
of  staff  counsel)  for  each Lender) except with respect to (a) and (b) below,
incurred  by  such  Lender  (a)  in  connection  with  the  administration  and
interpretation  of  this  Agreement,  and  other instruments and documents to be
delivered  hereunder,  (b)  relating  to  any  amendments,  waivers  or consents
pursuant  to  the  provisions  hereof, (c) in connection with the enforcement of
this  Agreement or any Other Document, or collection of amounts due hereunder or
thereunder  or  the  proof  and  allowability  of  any  claim arising under this
Agreement  or  any  Other  Document,  whether  in  bankruptcy  or  receivership
proceedings  or  otherwise,  and  (d)  in  any  workout  or  restructuring or in
connection  with the protection, preservation, exercise or enforcement of any of
the  terms  hereof  or of any rights hereunder or under any Other Document or in
connection  with  any foreclosure, collection or bankruptcy proceedings, or (ii)
all  liabilities,  obligations,  losses, damages, penalties, actions, judgments,
suits,  costs,  expenses or disbursements of any kind or nature whatsoever which


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may  be imposed on, incurred by or asserted against such Lender, in its capacity
as  such,  in  any way relating to or arising out of this Agreement or any Other
Documents or any action taken or omitted by such Lender hereunder or thereunder,
provided  that  MSI  and  MSUK  shall  not  be  liable  for  any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses  or  disbursements  (A)  if the same results from such Lender's
gross  negligence  or  willful misconduct, or (B) if MSI was not given notice of
the  subject claim and the opportunity to participate in the defense thereof, at
its  expense  (except  that  MSI and MSUK shall remain liable to the extent such
failure  to give notice does not result in a loss to MSI or MSUK), or (C) if the
same  results from a compromise or settlement agreement entered into without the
consent  of  MSI,  which  shall  not  be unreasonably withheld. The Lenders will
attempt to minimize the fees and expenses of legal counsel for the Lenders which
are  subject  to  reimbursement by MSI hereunder by considering the usage of one
law  firm  to  represent  the  Lenders  and  the  Agent if appropriate under the
circumstances.  MSI  and  MSUK agree unconditionally to pay all stamp, document,
transfer,  recording  or  filing  taxes  or  fees and similar impositions now or
hereafter determined by the Agent or any Lender to be payable in connection with
this  Agreement or any Other Document, and MSI and MSUK agree unconditionally to
save  the Agent and the Lenders harmless from and against any and all present or
future  claims,  liabilities  or  losses  with  respect to or resulting from any
omission  to  pay  or  delay  in  paying  any  such  taxes, fees or impositions.

     15.4.  HOLIDAYS.

          Whenever  payment of an Advance to be made or taken hereunder shall be
due  on  a day which is not a Business Day such payment shall be due on the next
Business  Day and such extension of time shall be included in computing interest
and fees, except that (a) all outstanding Revolving Advances shall be due on the
Business  Day  preceding  the  Expiration  Date  if the Expiration Date is not a
Business  Day,  and (b) the Term Loan shall be due on the Business Day preceding
the  Term  Loan  Maturity  Date if the Term Loan Maturity Date is not a Business
Day.  Whenever  any  payment or action to be made or taken hereunder (other than
payment of the Revolving Advance and the Term Loan) shall be stated to be due on
a day which is not a Business Day, such payment or action shall be made or taken
on  the next following Business Day (except as provided with respect to Interest
Periods  under  the  LIBOR  Rate Loans), and such extension of time shall not be
included  in computing interest or fees, if any, in connection with such payment
or  action.

     15.5.  FUNDING  BY  BRANCH,  SUBSIDIARY  OR  AFFILIATE.

          (a) Each Lender shall have the right from time to time, without notice
to  MSI  or  MSUK,  to  deem  any branch, Subsidiary or Affiliate (which for the
purposes of this Section 15.5 shall mean any corporation or association which is
directly  or  indirectly  controlled  by  or  is under direct or indirect common
control  with  any  corporation  or  association  which  directly  or indirectly
controls  such  Lender)  of  such  Lender to have made, maintained or funded any
LIBOR  Rate  Loan  at  any  time,  provided  that  immediately following (on the
assumption  that a payment were then due from MSI or MSUK to such other office),
and  as  a  result  of  such  change, MSI or MSUK would not be under any greater
financial obligation pursuant to Sections 2.2(g), 3.5 and 3.7 than it would have
been  in the absence of such change. Notional funding offices may be selected by
each  Lender  without  regard  to  such  Lender's  actual  methods  of  making,
maintaining  or  funding the Advances or any sources of funding actually used by
or  available  to  such  Lender.

          (b)  Each  Lender  shall  have  the right from time to time to make or
maintain  any Advance by arranging for a branch, Subsidiary or Affiliate of such
Lender  to  make  or  maintain such Advance subject to the last sentence of this
Section  15.5(b). If any Lender causes a branch, Subsidiary or Affiliate to make
or maintain any part of the Advances hereunder, all terms and conditions of this
Agreement  shall,  except  where  the  context  clearly  requires  otherwise, be


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applicable  to  such part of the Advances to the same extent as if such Advances
were  made  or maintained by such Lender, but in no event shall any Lender's use
of  such  a  branch, Subsidiary or Affiliate to make or maintain any part of the
Advances  hereunder cause such Lender or such branch, Subsidiary or Affiliate to
incur  any  cost  or expenses payable by MSI or MSUK hereunder or require MSI or
MSUK  to  pay  any  other  compensation  to  any  Lender (including any expenses
incurred  or  payable  pursuant  to  Sections  2.2(g),  3.5 and 3.7) which would
otherwise  not  be  incurred.

     15.6.  GOVERNING  LAW.

          This  Agreement shall be deemed a contract under and shall be governed
by and construed in accordance with the laws of the State of New Jersey, without
giving  effect  to  the  principles of conflicts of law. Any judicial proceeding
brought  by  or  against MSI, MSUK or another Obligor with respect to any of the
Obligations, this Agreement or any Other Document may be brought in any court of
competent  jurisdiction  in  the  State of New Jersey, United States of America,
and,  by  execution  and  delivery  of  this  Agreement, MSI, MSUK and the other
Obligors  accept  for  themselves  and  in  connection  with  their  properties,
generally  and  unconditionally, the non-exclusive jurisdiction of the aforesaid
courts,  and  irrevocably agrees to be bound by any judgment rendered thereby in
connection  with  this  Agreement. MSI, MSUK and the other Obligors hereby waive
personal  service  of  any  and  all process upon them and consent that all such
service  of  process  may  be made by registered mail (return receipt requested)
directed  to  MSI,  MSUK  and  the  other Obligors at MSI's address set forth in
Schedule  15.9 and service so made shall be deemed completed five (5) days after
the  same  shall  have  been  so  deposited in the mails of the United States of
America, and MSUK hereby appoints MSI as its agent for service of process in the
United States of America. Nothing herein shall affect the right to serve process
in  any  manner permitted by law or shall limit the right of Agent or any Lender
to bring proceedings against MSI, MSUK or any other Obligor in the courts of any
other  jurisdiction.  MSI,  MSUK  and  the other Obligors waive any objection to
jurisdiction  and  venue of any action instituted hereunder and shall not assert
any  defense  based  on  lack  of  jurisdiction or venue or based upon forum non
conveniens.  Any  judicial  proceeding by MSI, MSUK or any other Obligor against
Agent  or  Lenders involving, directly or indirectly, any matter or claim in any
way  arising  out  of,  related to or connected with this Agreement or any Other
Document, shall be brought only in a federal or state court located in the State
of  New  Jersey.  Each Letter of Credit and Section 2.14 shall be subject to the
Uniform  Customs  and  Practice  for  Documentary  Credits  (1998  Revision),
International  Chamber  of  Commerce  Publication  No.  500,  as the same may be
revised  or  amended  from  time  to  time,  and  to the extent not inconsistent
therewith,  the  internal  laws of the State of New Jersey without regard to its
conflict  of  laws  principles, except that each Letter of Credit denominated in
Pounds  Sterling  shall be governed by and construed in accordance with the laws
of  England  and  Wales,  without  regard  to  its  conflict of laws principles.

     15.7.  ENTIRE  UNDERSTANDING.

          This  Agreement  and  the  documents  executed  concurrently  herewith
contain  the  entire understanding among MSI, MSUK, Sensors, the other Obligors,
Agent  and  Lenders  and  supersedes all prior agreements and understandings, if
any,  relating  to  the  subject  matter  hereof. Any promises, representations,
warranties or guarantees not herein contained and hereinafter made shall have no


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<PAGE>
force  and  effect  unless  in  writing, signed by MSI, MSUK, Sensors, Agent and
Lender's  respective  officers.  Neither  this  Agreement  nor  any  portion  or
provisions  hereof  may  be  changed,  modified,  amended, waived, supplemented,
discharged, canceled or terminated orally or by any course of dealing, or in any
manner other than by an agreement in writing, signed by the party to be charged.
MSI,  MSUK  and  Sensors  acknowledge  that  each has been advised by counsel in
connection  with  the execution of this Agreement and Other Documents and is not
relying  upon oral representations or statements inconsistent with the terms and
provisions  of  this  Agreement.

     15.8.  SUCCESSORS  AND  ASSIGNS;  PARTICIPATIONS;  NEW  LENDERS.

          (a)  This  Agreement  shall  be  binding  upon  and shall inure to the
benefit  of  the  Lenders, the Agent, MSI, MSUK, Sensors, the other Obligors and
their respective successors and assigns, except that MSI and MSUK may not assign
or  transfer  any  of  their  respective rights and Obligations hereunder or any
interest  herein.  Each Lender may, at its own cost, make assignments of or sell
participations in all or any part of its Commitments and the Advances made by it
to  one  or  more banks or other entities, subject to the consent of MSI and the
Agent  with  respect  to  any  assignee,  such  consent  not  to be unreasonably
withheld,  provided  that (1) no consent of any Obligor shall be required (A) if
an  Event  of  Default  exists  and  is  continuing,  or  (B)  in the case of an
assignment by a Lender to an Affiliate of such Lender, and (2) any assignment by
a  Lender  to a Person other than an Affiliate of such Lender may not be made in
amounts  less  than  the  lesser  of  $5,000,000  or the amount of the assigning
Lender's  Commitment. In the case of an assignment, upon receipt by the Agent of
the  Assignment and Assumption Agreement, the assignee shall have, to the extent
of  such  assignment  (unless  otherwise  provided  therein),  the  same rights,
benefits  and  obligations  as  it  would have if it had been a signatory Lender
hereunder,  the Commitments shall be adjusted accordingly, and upon surrender of
any  Revolving Credit Notes or Term Notes subject to such assignment, MSI and/or
MSUK  shall  execute and deliver new Revolving Credit Notes or Term Notes to the
assignee  in an amount equal to the amount of the Revolving Credit Commitment or
Term  Loan  assumed  by it and a new Revolving Credit Notes or Term Notes to the
assigning  Lender  in an amount equal to the Revolving Credit Commitment or Term
Loan  retained  by  it  hereunder.  Any  Lender  which assigns any or all of its
Commitment or Loans to a Person other than an Affiliate of such Lender shall pay
to  the  Agent a service fee in the amount of $3,000 for each assignment. In the
case of a participation, the participant shall only have the rights specified in
Section  11.3  (the  participant's rights against such Lender in respect of such
participation  to be those set forth in the agreement executed by such Lender in
favor  of  the participant relating thereto and not to include any voting rights
except  with  respect to changes of the type referenced in Section 15.1) and all
of  such  Lender's  obligations under this Agreement or any Other Document shall
remain  unchanged, and all amounts payable by MSI, MSUK and Sensors hereunder or
thereunder  shall  be  determined  as  if  such  Lender  had  not  sold  such
participation.

          (b)  Any  assignee  or participant which is not incorporated under the
Laws of the United States of America or a state thereof shall deliver to MSI and
MSUK  and  the Agent the form of certificate described in Section 15.18 relating
to  federal  income  tax  withholding.  Each  Lender  may  furnish  any publicly
available  information  concerning  MSI  or  its  Subsidiaries  and  any  other
information  concerning MSI or its Subsidiaries in the possession of such Lender
from time to time to assignees and participants (including prospective assignees
or  participants),  provided  that  such  assignees and participants agree to be
bound  by  the  provisions  of  Section  15.18.


                                       86
<PAGE>
          (c)  Notwithstanding any other provision in this Agreement, any Lender
may at any time pledge or grant a security interest in all or any portion of its
rights  under  this  Agreement,  its Note and the Other Documents to any Federal
Reserve  Bank  in  accordance  with  Regulation  A  of  the FRB or U.S. Treasury
Regulation  31  CFR  Section 203.14 without notice to or consent of MSI, MSUK or
the  Agent.  No  such  pledge  or grant of a security interest shall release the
transferor  Lender  of  its  obligations  hereunder or under any Other Document.

     15.9.  NOTICES.

          Any  notice,  request,  demand,  direction or other communication (for
purposes  of this Section 15.9 only, a "Notice") to be given to or made upon any
party  hereto  under  any  provision of this Agreement shall be given or made by
telephone  or  in  writing in accordance with this Section 15.9. Any such Notice
must  be delivered to the applicable parties hereto at the addresses and numbers
set  forth  under this respective names on Schedule 15.9 hereof or in accordance
with  any  subsequent  unrevoked  Notice  from  any  such party that is given in
accordance  with  this  Section  15.9.  Any  Notice  shall  be  effective:

          (a)  In  the  case  of  hand-delivery,  when  delivered;

          (b)  If  given  by mail, four days after such Notice is deposited with
the  United  States  Postal  Service,  with  first-class postage prepaid, return
receipt  requested;

          (c)  In  the case of a telephonic Notice, when a party is contacted by
telephone,  if  delivery of such telephone Notice is confirmed no later than the
next  Business  Day by hand delivery, a facsimile or electronic transmission, or
an  overnight  courier  delivery of a confirmatory Notice (received at or before
noon  on  such  next  Business  Day);

          (d)  In  the  case  of  a  facsimile  transmission,  when  sent to the
applicable  party's  facsimile  machine'  telephone number, if the party sending
such Notice receives confirmation of the delivery thereof from its own facsimile
machine;  and

          (e) If given by any other means (including by overnight courier), when
actually  received. Any Lender giving a Notice to MSI or MSUK shall concurrently
send  a copy thereof to the Agent, and the Agent shall promptly notify the other
Lenders  of  its  receipt  of  such  Notice.

     15.10.  SURVIVAL.

          The  obligations of MSI, MSUK and/or the other Obligors under Sections
2.2(f),  2.2(g),  2.12, 2.14, 2.20, 3.6, 3.7, 4.19(h), 13.5, 13.6, 13.7 and 15.3
shall  survive termination of this Agreement and the Other Documents and payment
in  full  of  the  Obligations.

     15.11.  SEVERABILITY.

          If any part of this Agreement is contrary to, prohibited by, or deemed
invalid  under  applicable  laws  or  regulations,  such  provision  shall  be
inapplicable  and  deemed  omitted  to  the  extent  so  contrary, prohibited or
invalid,  but the remainder hereof shall not be invalidated thereby and shall be
given  effect  so  far  as  possible.

     15.12.  INJUNCTIVE  RELIEF.

          MSI,  MSUK  and  the  other Obligors recognize that, in the event MSI,
MSUK  or  another  Obligor  fails  to  perform,  observe or discharge any of its
obligations  or liabilities under this Agreement, any remedy at law may prove to
be inadequate relief to Agent or Lender; therefore, Agent or Lender, if Agent or


                                       87
<PAGE>
Lender  so  requests,  shall  be  entitled to temporary and permanent injunctive
relief in any such case without the necessity of proving that actual damages are
not  an adequate  remedy.

     15.13.  CAPTIONS.

          The  captions  at  various  places  in this Agreement are intended for
convenience  only  and do not constitute and shall not be interpreted as part of
this  Agreement.

     15.14.  COUNTERPARTS;  TELECOPIED  SIGNATURES.

          This  Agreement  may  be  executed  in  any number of and by different
parties  hereto  on separate counterparts, all of which, when so executed, shall
be  deemed  an  original, but all such counterparts shall constitute one and the
same  agreement.  Any  signature  delivered by a party by facsimile transmission
shall  be  deemed  to  be  an  original  signature  hereto.

     15.15.  CONSTRUCTION.

          The  parties acknowledge that each party and its counsel have reviewed
this  Agreement  and that the normal rule of construction to the effect that any
ambiguities  are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement or any amendments, schedules or exhibits
thereto.

     15.16.  CONFIDENTIALITY;  SHARING  INFORMATION.

          (a)  Agent,  each  Lender and each assignee of a Lender shall hold all
non-public information obtained by Agent, such Lender, or such assignee pursuant
to  the requirements of this Agreement in accordance with Agent's, such Lender's
and  such  assignee's customary procedures for handling confidential information
of  this  nature; provided, however, Agent, Lender and each assignee of a Lender
may  disclose  such  confidential  information (a) to its examiners, affiliates,
outside  auditors,  counsel  and  other  professional advisors, (b) to Agent, to
Lender or to any prospective assignee of a Lender or participant in any Advance,
and  (c) as required or requested by any Official Body or representative thereof
or  pursuant  to  legal  process; provided, further that (i) unless specifically
prohibited  by applicable law or court order, Agent, Lender and each assignee of
a  Lender  shall use its best efforts prior to disclosure thereof, to notify MSI
or  MSUK of the applicable request for disclosure of such non-public information
(A) by a Official Body or representative thereof (other than any such request in
connection  with  an  examination  of  the  financial condition of a Lender or a
Transferee  by  such Official Body) or (B) pursuant to legal process and (ii) in
no  event  shall  Lender, any Lender or any assignee of a Lender be obligated to
return  any  materials  furnished  by MSI or MSUK other than those documents and
instruments in possession of Agent or any Lender in order to perfect its Lien on
the  Collateral  once  the Obligations have been paid in full and this Agreement
has  been  terminated.

          (b)  MSI,  MSUK  and  the other Obligors acknowledge that from time to
time financial advisory, investment banking and other services may be offered or
provided  to  MSI  or  one  or  more  of its Affiliates (in connection with this
Agreement  or  otherwise) by Agent and Lenders or by one or more Subsidiaries or
Affiliates  of  Agent  and  Lenders  and MSI, MSUK and the other Obligors hereby
authorize  Agent  and  Lenders  to  share any information delivered to Agent and


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<PAGE>
Lenders by MSI and its Subsidiaries pursuant to this Agreement, or in connection
with the decision of Lender to enter into this Agreement, to any such Subsidiary
or  Affiliate  of Agent and Lender, it being understood that any such Subsidiary
or  Affiliate  of  Agent and Lender receiving such information shall be bound by
the  provision  of  this  Section  15.16  as if it were a Lender hereunder. Such
authorization  shall  survive  the  repayment  of  the other Obligations and the
termination  of  the  Agreement.

     15.17.  PUBLICITY.

          MSI  and  MSUK  hereby  authorizes  Agent  to  make  appropriate
announcements,  with  prior  notice to MSI, of the financial arrangement entered
into  between  MSI,  MSUK,  Sensors,  Agent  and  Lenders,  including,  without
limitation,  announcements  which  are  commonly  known  as  tombstones, in such
publications  and  to  such  selected  parties  as  Agent  shall in its sole and
absolute  discretion  deem  appropriate.

     15.18.  TAX  WITHHOLDING  CLAUSE.

          Each  Lender  or  assignee  or  participant  of  a  Lender that is not
incorporated  under  the Laws of the United States of America or a state thereof
agrees  that  it  will deliver to MSI, MSUK and the Agent two (2) duly completed
copies of the following: (i) Internal Revenue Service Form W-9, 4224 or 1001, or
other  applicable  form  prescribed  by the Internal Revenue Service, certifying
that  such Lender, assignee or participant is entitled to receive payments under
this  Agreement  and the Other Documents without deduction or withholding of any
United  States federal income taxes, or is subject to such tax at a reduced rate
under  an  applicable  tax  treaty, or (ii) Internal Revenue Service Form W-8 or
other  applicable  form or a certificate of such Lender, assignee or participant
indicating that such exemption or reduced rate is allowable with respect to such
payments.  Each Lender, assignee or participant required to deliver to MSI, MSUK
and  the  Agent  a  form or certificate pursuant to the preceding sentence shall
deliver  such  form  or certificate as follows: (A) each Lender which is a party
hereto  on the Closing Date shall deliver such form or certificate at least five
(5)  Business  Days  prior  to  the first date on which any interest or fees are
payable  by  MSI  or  MSUK  hereunder  for  the account of such Lender; (B) each
assignee or participant shall deliver such form or certificate at least five (5)
Business  Days  before  the  effective  date of such assignment or participation
(unless  the  Agent  in  its  sole  discretion  shall  permit  such  assignee or
participant to deliver such form or certificate less than five (5) Business Days
before  such  date  in  which  case it shall be due on the date specified by the
Agent).  Each Lender, assignee or participant which so delivers a Form W-8, W-9,
4224  or  1001  further undertakes to deliver to each of MSI, MSUK and the Agent
two  (2)  additional  copies of such form (or a successor form) on or before the
date  that  such form expires or becomes obsolete or after the occurrence of any
event  requiring  a  change in the most recent form so delivered by it, and such
amendments  thereto  or  extensions  or  renewals  thereof  as may be reasonably
requested  by  MSI,  MSUK  or  the  Agent,  either  certifying that such Lender,
assignee or participant is entitled to receive payments under this Agreement and
the  Other  Documents  without  deduction  or  withholding  of any United States
federal  income  taxes  or  is  subject  to  such tax at a reduced rate under an
applicable  tax  treaty  or  stating  that  no such exemption or reduced rate is
allowable.  The Agent shall be entitled to withhold United States federal income
taxes  at  the  full withholding rate unless the Lender, assignee or participant
establishes  an exemption or that it is subject to a reduced rate as established
pursuant  to  the  above  provisions.


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<PAGE>
     15.19.  APPLICATION  OF  PAYMENTS.

          Agent  shall  have  the  continuing  and  exclusive  right to apply or
reverse  and  reapply any payment and any and all proceeds of Collateral and the
Subsidiary Collateral to any portion of the Obligations. To the extent that MSI,
MSUK  and/or Sensors makes a payment or Agent or any Lender receives any payment
or  proceeds of the Collateral or the Subsidiary Collateral for MSI's, MSUK's or
Sensors'  benefit, which are subsequently invalidated, declared to be fraudulent
or  preferential,  set  aside  or  required to be repaid to a trustee, debtor in
possession,  receiver,  custodian  or  any other party under any bankruptcy law,
common  law  or  equitable  cause, then, to such extent, the Obligations or part
thereof  intended  to  be  satisfied  shall  be  revived and continue as if such
payment  or  proceeds  had  not  been  received  by  Agent  or  such  Lender.

     15.20.  REAFFIRMATION  OF  OBLIGATIONS;  NO  DEFENSES.

          By  executing  this  Agreement,  MSI does hereby represent and warrant
that  as  of  the  date hereof: (i) (A) there is outstanding under the Revolving
Credit  Notes,  the  aggregate principal sum of $14,200,000.36, plus accrued and
                                                                ----
unpaid  interest thereon, (B) there are currently $5,500.00 of Letters of Credit
Outstanding and  60,000 outstanding under the Duty Deferment Bond; and (C) there
is  outstanding  under  the  Term  Notes,  the  aggregate  principal  sum  of
$23,000,000.00,  plus  accrued  and  unpaid  interest thereon; and (ii) all such
                 ----
amounts are owing to the Lenders without defense, offset or counterclaim against
the  Lenders  in  connection with any of the Obligations hereunder or any of the
Other  Documents,  as  any  of the same has been amended, restated, confirmed or
modified.

     15.21.  NET  PAYMENTS

          All  payments  made by MSI and MSUK hereunder and under the Notes will
be  made without setoff, counterclaim or other defense and will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies,  imposts,  duties, fees, assessments or other charges of whatever nature
now  or hereafter imposed by any jurisdiction or by any political subdivision or
taxing  authority  thereof  or  therein  with  respect  to  such  payments  (but
excluding, except as provided in the second succeeding sentence, any tax imposed
on  or  measured  by the net income, net profits or gross receipts of any Lender
and  any  taxes imposed solely on deposits or net assets of any Lender), and all
interest,  penalties  or  similar  liabilities with respect to such non-excluded
taxes,  levies,  imposts,  duties,  fees, assessments or other charges (all such
non-excluded  taxes, levies, imposts, duties, fees, assessments or other charges
being  referred  to  collectively  as "Non-Excluded Taxes"). If any Non-Excluded
Taxes  are  so levied or imposed, MSI or MSUK, as applicable, shall pay the full
amount  of  such  Non-Excluded  Taxes  and  such  additional  amounts  as may be
necessary so that every payment of all amounts due under this Agreement or under
any  Note,  after withholding or deduction for or on account of any Non-Excluded
Taxes,  will not be less than the amount provided for herein or in such Note. If
any  amounts  are  payable  in  respect  of  Non-Excluded  Taxes pursuant to the
preceding  sentence, MSI or MSUK, as applicable, shall reimburse the Agent, upon
the  written  request  of the Agent, for taxes imposed on or measured by the net
income,  net  profits or gross receipts of any Lender and for any withholding of
taxes  as  such  Lender  shall  determine  is payable by, or withheld from, such


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<PAGE>
Lender,  in  respect  of  such  amounts  so  paid to or on behalf of such Lender
pursuant  to  the preceding sentence and in respect of any amounts paid to or on
behalf  of  such  Lender  pursuant to this sentence. MSI or MSUK, as applicable,
shall  furnish  to  the  Agent  within 45 days after the date the payment of any
Non-Excluded  Taxes  is  due  pursuant to applicable law certified copies of tax
receipts  evidencing such payment by MSI or MSUK, as applicable. MSI or MSUK, as
applicable, shall indemnify and hold the Lenders harmless against, and reimburse
the  Lenders  upon  written request for, the amount of any Non-Excluded Taxes so
levied  or  imposed  and paid by any Lender. The provisions hereof shall survive
the  final  payment  of the Obligations. No additional amount will be payable by
MSUK  to  a  Lender  (or  to  the Agent on a Lender's behalf) under this section
unless  it  is  a  Qualifying  Lender  (unless the reason it is not a Qualifying
Lender is by reason of change in a law, regulation, treaty or official directive
or request or a change in the interpretation or application thereof by any court
or  regulatory  authority  having  jurisdiction  over  such  Lender).

     15.22.  JUDGMENTS  AGAINST  MSUK

          In  the  event that Agent and/or the Lenders obtain a judgment against
MSUK  arising  out  of  or  in  connection  with this Agreement in Dollars, such
judgment shall be satisfied in Dollars or in Pounds Sterling in an amount which,
upon  receipt  by  the Lenders, shall be the real equivalent (after any exchange
commissions)  of  the  Dollar  amount  of  such  judgment,  as determined by the
currency  conversion  provisions  set  forth  in  Section  2.25  hereof.

     15.23.  MANDATORY  COSTS  RATE  FORMULAE

          (a)  The  Mandatory Costs Rate, to compensate the Lenders for the cost
attributable  to  the MSUK Sublimit, or other sum denominated in Pounds Sterling
(or  any other currency, where applicable) for any period for which such cost is
to  be  computed under this Agreement resulting from the imposition from time to
time  under  or  pursuant  to the Bank of England Act 1998 and/or by the Bank of
England  and/or  by the Financial Services Authority of a requirement or request
to  place  non  interest-bearing  deposits  or  Special Deposits (as hereinafter
defined),  whether  interest-bearing or not, with the Bank of England and/or pay
fees  to the Financial Services Authority calculated by reference to liabilities
used  to fund the MSUK Sublimit or other sum, will be the rate determined by the
Agent  (rounded  upwards,  if  necessary,  to  four  decimal places) as the rate
resulting  from  the  application  (as appropriate) of the following formulae by
reference  to the circumstances existing on the first day of the relevant period
and for the duration of such period (but with respect to a period of longer than
three  (3)  months,  on  a  three  (3)  monthly  basis  during  such  period):

     In relation to Pounds Sterling Advances or sums:     XL + S(L-D) + F x 0.01
                                                          ----------------------
                                                            100  -  (X  +  S)

     In  relation  to  other  Advances  or  sums:           F  x  0.01
                                                           ------------
                                                                300

Where,  in  each  case,  on  the  day  of  application  of  a  formula:

"X"  is  the amount required to be maintained by the Agent and/or the Lenders on
current  account  with the Bank of England expressed as a percentage of Eligible
Liabilities  (as  hereinafter  defined),  assuming  these to be in excess of any
stated  minimum;


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<PAGE>
"L"  is the offered quotation of the Agent for one month or, as the case may be,
two or three month Pounds Sterling deposits in the London Interbank Market at or
about  11.00  a.m.  on  the  relevant  quotation  day;

"S"  is  the  amount  of Special Deposits required to be maintained by the Agent
with  the  Bank  of  England  expressed as a percentage of Eligible Liabilities;

"D"  is  the  rate  of interest paid by the Bank of England on Special Deposits;

"F"  is  the  rate  of  charge  payable  by  the Agent and/or the Lenders to the
Financial  Services  Authority pursuant to paragraphs 2.02 or paragraph 2.03 (as
the  case may be) of the Fees Regulations (as hereinafter defined), but for this
purpose the figure at paragraph 2.02b or paragraph 2.03b (as the case may be) of
the  Fees  Regulations  shall  be  deemed  to  be  zero, and expressed in Pounds
Sterling  per  1,000,000  of  the Fee Base (as hereinafter defined) of the Agent
and/or  the  Lenders;  and

"X", "L", "S" and "D" are to be expressed in the relevant formula as numbers and
not  as percentages per annum, and any negative result obtained from subtracting
"D"  from  "L"  shall  be  counted  as  zero.

          (b)     For  the  purposes  of  this  Section:

               (i)     References to the "Bank of England" and to the "Financial
Services  Authority" include, in each case, any other governmental or regulatory
authorities or agencies for the time being serving the same or similar functions
as  the Bank of England and/or the Financial Services Authority, as the case may
be.

               (ii)     The  terms "Eligible Liabilities" and "Special Deposits"
have  the meanings ascribed to them under or pursuant to the Bank of England Act
1998  or  by  the  Bank  of  England  (as  may be appropriate) on the day of the
application  of  the  relevant  formula.

               (iii)     The  term "Fee Base" has the meaning ascribed to it for
the  purposes  of,  and  shall  be  calculated  in  accordance  with,  the  Fees
Regulations.

               (iv)     The  term  "Fees  Regulations"  means,  as  appropriate,
either:     (A)  the  Banking  Supervision  (Fees) Regulations 2000; or (B) such
other regulations as may be in force from time to time in respect of the payment
of  fees  for  banking  supervision.

          (c)     The  Agent  may  from  time  to  time determine and notify the
Borrowers  of  any amendments or variations which are required to be made to the
formulae  set  forth  above  in  order  to  comply  with  any existing or future
requirements  or  requests  from  time to time of the Bank of England and/or the
Financial  Services  Authority  in  relation  to the MSUK Sublimit or other sums
denominated  in Pounds Sterling (including, without limitation, any requirements
or  requests  relating  to  Pounds  Sterling  primary  liquidity)  or  any other
currency,  where applicable, and any such determination shall, in the absence of
manifest  error,  be  conclusive  and  binding.


                                       92
<PAGE>
          IN  WITNESS  WHEREOF, each of the parties has signed this Agreement as
of  the  day  and  year  first  above  written.

                         MEASUREMENT  SPECIALTIES,  INC.



                         By:_______________________________
                         Name:  Joseph  R.  Mallon,  Jr.
                         Title:  Chief  Executive  Officer

                         MEASUREMENT  SPECIALTIES  UK  LIMITED


                         By:_______________________________
                         Name:     Joseph  R.  Mallon,  Jr.
                              Title:     Director

                         FIRST  UNION  NATIONAL  BANK,
                         as  Agent  and  Lender


                         By:_______________________________
                         Name:     Jack  Farr
                         Title:     Senior  Vice  President

                         THE  CHASE  MANHATTAN  BANK


                         By:_______________________________
                         Name:     Kathleen  Addison
                         Title:     Vice  President

                         SUMMIT  BANK


                         By:_______________________________
                         Name:     Cynthia  Colucci
                         Title:     Vice  President



                 [Signatures Continued on Next Page]


                                       93
<PAGE>
AGREEING  TO BE BOUND BY THE PROVISIONS HEREOF APPLICABLE TO THEM AND MAKING THE
REPRESENTATIONS  AND  WARRANTIES  MADE  HEREIN  BY  THEM.

                         IC  SENSORS,  INC.


                         By:_______________________________
                         Name:     Joseph  R.  Mallon,  Jr.
                         Title:     President

                         MEASUREMENT  LIMITED


                         By:_______________________________
                         Name:     Joseph  R.  Mallon,  Jr.
                         Title:     Director

                         JINGLIANG  ELECTRONICS
                              (SHENZHEN)  CO.  LTD.

                         By:_______________________________
                         Name:     Joseph  R.  Mallon,  Jr.
                         Title:     Director


<PAGE>
                     FIRST AMENDMENT TO AMENDED AND RESTATED
               REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

          First  Amendment  to  Amended and Restated Revolving Credit, Term Loan
and  Security  Agreement  dated  as  of  March  2, 2001 (this "Amendment") among
MEASUREMENT  SPECIALTIES,  INC.,  a  corporation organized under the laws of the
State  of  New  Jersey  ("MSI"),  MEASUREMENT  SPECIALTIES UK LIMITED, a company
incorporated  in  England and Wales and a wholly owned subsidiary of MSI ("MSUK"
and  collectively  with MSI, the "Borrowers"), FLEET NATIONAL BANK, successor by
merger to Summit Bank ("Fleet"), THE CHASE MANHATTAN BANK ("Chase"), FIRST UNION
NATIONAL  BANK  ("First  Union"  and  collectively  with  Fleet  and  Chase, the
"Lenders")  and FIRST UNION NATIONAL BANK, as agent (in such capacity, "Agent").

          WHEREAS,  the  Borrowers,  the  Lenders  and Agent are parties to that
certain  Amended and Restated Revolving Credit, Term Loan and Security Agreement
dated  as  of  February  28, 2001(as same is being and may hereafter be amended,
modified  or restated, the "Loan Agreement"; terms used herein and not otherwise
defined  are  as defined in the Loan Agreement) pursuant to which Lenders agreed
to  extend  to  MSI: (i) a revolving loan and letter of credit facility of up to
FIFTEEN  MILLION  DOLLARS ($15,000,000) (the "Revolving Credit Commitment"), and
(ii) a term loan in the original principal amount of TWENTY FIVE MILLION DOLLARS
($25,000,000)  (the  "Term  Loan");

          WHEREAS,  the  Borrowers have requested and the Lenders have agreed in
order  to  increase  the Revolving Credit Commitment on a temporary basis on the
terms  and  conditions  set  forth  herein.

          IN  CONSIDERATION  of  the  mutual  covenants  and undertakings herein
contained, the parties hereto hereby agree that the Loan Agreement be amended as
follows:

     1.     Article  1  of  the  Loan  Agreement  shall  be  amended so that the
following  new  or  revised  definitions  are  hereby  included  therein:

          "First  Amendment"  shall mean that certain First Amendment to Amended
and  Restated  Revolving  Credit,  Term  Loan and Security Agreement dated as of
March  2,  2001  among  the  Borrowers,  the  Lenders  and  the  Agent.

          "Maximum Revolving Advance Amount" shall mean: (a) for the period from
March  2,  2001  through  April  30,  2001, $17,000,000, including: (i) the MSUK
Sublimit;  and (ii) a $1,000,000 sublimit for the issuance of Letters of Credit,
and  (b)  at all other times, $15,000,000, including: (i) the MSUK Sublimit; and
(ii)  a  $1,000,000  sublimit  for  the  issuance  of  Letters  of  Credit.

          "Revolving Credit Commitment" shall mean as to any Lender at any time,
the amount initially set forth opposite its name on Schedule 1.1(A) to the First
Amendment  in  the columns labeled "Revolving Credit Commitment," and thereafter
on Schedule I to the most recent Assignment and Assumption Agreement. "Revolving


<PAGE>
Credit Commitments" shall mean the aggregate Revolving Credit Commitments of all
of  the  Lenders.

     2.     The third sentence of Section 2.1(a) of the Loan Agreement is hereby
amended  to  read  as  follows:

          "The  Revolving  Advances shall be evidenced by the secured promissory
          notes  dated  the  date  hereof  from  MSUK  to  each  of  the Lenders
          substantially  in  the  form attached hereto as Exhibit 2.1(a) and the
          restated secured promissory notes dated March 2, 2001 from MSI to each
          of  the  Lenders  substantially  in  the  form  attached  to the First
          Amendment  as  Exhibit  2.1(a)  (the  "Revolving  Credit  Notes").

     3.     Section  2.8  of  the  Loan  Agreement is hereby amended so that the
following  is  added  thereto:

          "The  aggregate  balance  of Advances outstanding on April 30, 2001 in
          excess  of  $15,000,000.00 shall be immediately due and payable at the
          Payment  Office  without the necessity of any demand, whether or not a
          Default  or  Event  of  Default  has  occurred."

          4.     By  executing  this  Amendment,  each  of the Borrowers and the
other  Obligors confirms and acknowledges that, as of the date hereof, it has no
defenses, offsets or counterclaims against any of the Obligations under the Loan
Agreement  or  any  of  the Other Documents and that, as of the date hereof, all
amounts outstanding under the Notes and any other Loan Document are owing to the
Lenders  without  defense,  off-set  or  counterclaim.

     5.     All  references  to  the "Agreement" or "this Agreement" in the Loan
Agreement  shall  mean  the  Loan  Agreement,  as amended and reaffirmed by this
Amendment.  All references to the "Obligations" in the Loan Agreement shall mean
and  include  the  joint and several obligations of the Borrowers to the Lenders
pursuant  to  the  Loan  Agreement  and  the  Other  Documents,  as  amended and
reaffirmed  pursuant  to  this  Amendment,  including,  but  not  limited to the
Borrowers'  obligations  under  the  Notes.

     6.     By  executing  this  Amendment, each of the Borrowers and Guarantors
confirm and acknowledge that (i) the representations and warranties contained in
Article  5  of  the  Loan  Agreement  (pertaining  to each of them) are true and
correct  as  of the date hereof, (ii) after giving effect to this Amendment, the
Borrowers  are  in compliance with all covenants contained in the Loan Agreement
and all of the Other Documents, and (iii) after giving effect to this Amendment,
no  Event  of Default, or an event which with the giving of notice or passage of
time  or  both  would  constitute  an  Event  of  Default,  has  occurred and is
continuing.

     7.     By  executing this Amendment, the Guarantors confirm and acknowledge
effective  as  of  the  date  hereof,  all  of  the  terms and provisions of the
Guaranties  and  any amendments, renewals, modifications or supplements thereto,
or substitutions therefor, shall remain unchanged and continue in full force and
effect  on  the  date  hereof,  and  by executing this Amendment, the Guarantors
confirm  the  continued  validity  of  such  Guaranties.


                                        2
<PAGE>
     8.     By  executing  this  Amendment,  the  parties  hereto  confirm  the
continued  accuracy of all Schedules and Exhibits attached to and made a part of
the  Loan Agreement and the Other Documents.  If any such Schedule or Exhibit is
no  longer fully accurate or needs updating, such revised or updated Schedule or
Exhibit  shall  be  delivered  to the Lenders concurrently with the execution of
this  Amendment  and  attached  hereto  and shall be deemed to replace the prior
Schedule  or  Exhibit  for all purposes of the Loan Agreement or such other Loan
Document.

     9.     As  conditions precedent to the effectiveness of this Amendment, the
following  shall  be  delivered  to the Lenders by or on behalf of the Obligors:

          a)     This  Amendment,  duly  executed  by  all  parties  hereto;

          b)     The  restated  Revolving  Credit  Notes,  duly executed by MSI;

          c)     Resolutions  of the Boards of Directors or managing members, as
applicable,  of  each  of MSI, MSUK and Sensors, certified on the date hereof by
the  Secretary of each such entity, authorizing: (i) the execution, delivery and
performance  of  this  Amendment;  and (ii) the consummation of the transactions
contemplated  hereby  and  thereby;

          d)     A  certificate  of  the  Secretary  of  each  of  MSI, MSUK and
Sensors,  dated  the date hereof, certifying: as to the incumbency and signature
of  the officers or members, as applicable, executing each of the Loan Agreement
and  Other  Documents  and any other document to be delivered pursuant to any of
such  documents,  together  with  evidence  of the incumbency of such Secretary;

          e)     Payment  of the fees described in Section 16 of this Amendment;
and

          f)     Such  other  approvals, opinions of counsel or documents as the
Agent  may  reasonably  request.

     10.     This Amendment is incorporated by reference into the Loan Agreement
and  the  Other  Documents.  Except  as  otherwise  provided  herein,  all other
provisions  of  the  Loan Agreement and the Other Documents are hereby confirmed
and  ratified  and  shall remain in full force and effect as of the date of this
Amendment

     11.     By  executing  this Amendment, the Obligors confirm and acknowledge
that  the  liens  and  security  interests  granted to the Agent for the ratable
benefit  of  the  Lenders pursuant to the Loan Agreement and the Other Documents
are  hereby continued and confirmed in all respects and shall continue to secure
the  repayment  of  all Obligations under the Loan Agreement, as amended hereby.

     12.     The  restated  Revolving  Credit Notes executed by MSI concurrently
herewith  shall  (along  with  the  Revolving  Credit  Notes executed by MSUK on
February  28, 2001) be the "Revolving Credit Notes" for all purposes of the Loan
Agreement  and  all  of  the  Other  Documents.


                                        3
<PAGE>
     13.     This  Amendment may be executed in any number of counterparts, each
of which shall be an original and all of which shall constitute one and the same
instrument.

     14.     This  Amendment  shall  be binding upon and inure to the benefit of
the parties hereto and their heirs, executors, administrators, successors and/or
assigns.

     15.     This  Amendment  shall  be governed by, and construed in accordance
with,  the  laws  of  the  State  of  New  Jersey.

     16.     The  Borrowers shall pay the Agent an amendment fee for the ratable
benefit of the Lenders in the amount of $7,500 and shall reimburse Agent for all
of  its fees and expenses incurred in connection with this Amendment, including,
without limitation, all reasonable attorneys fees and expenses of counsel to the
Agent.

     17.     In  the  event  any  provision  of this Amendment or any other Loan
Document  executed and delivered in connection herewith shall be held invalid or
unenforceable  by  a  court  of  competent jurisdiction, such holdings shall not
invalidate  or  render  unenforceable  any  other  provision  hereof or thereof.


                                        4
<PAGE>
          IN  WITNESS  WHEREOF, each of the parties has signed this Amendment as
of  the  day  and  year  first  above  written.

                                        MEASUREMENT  SPECIALTIES,  INC.



                                        By:
                                           ------------------------------------
                                        Name:  Joseph  R.  Mallon,  Jr.
                                        Title:  Chief  Executive  Officer

                                        MEASUREMENT  SPECIALTIES  UK  LIMITED


                                        By:
                                           ------------------------------------
                                        Name:     Joseph  R.  Mallon,  Jr.
                                        Title:     Director

                                        FIRST  UNION  NATIONAL  BANK,
                                        as  Agent  and  Lender


                                        By:
                                           ------------------------------------
                                        Name:   Jack  Farr
                                        Title:  Senior  Vice  President

                                        THE  CHASE  MANHATTAN  BANK


                                        By:
                                           ------------------------------------
                                        Name:   Kathleen  Addison
                                        Title:  Vice  President

                                        FLEET NATIONAL BANK, successor by merger
                                        to  Summit  Bank


                                        By:
                                           ------------------------------------
                                        Name:   Cynthia  Colucci
                                        Title:  Vice  President



                       [Signatures Continued on Next Page]


                                        5
<PAGE>
AGREEING  TO BE BOUND BY THE PROVISIONS HEREOF APPLICABLE TO THEM AND MAKING THE
REPRESENTATIONS  AND  WARRANTIES  MADE  HEREIN  BY  THEM.

                                       IC  SENSORS,  INC.


                                        By:
                                           ------------------------------------
                                        Name:   Joseph  R.  Mallon,  Jr.
                                        Title:  President

                                        MEASUREMENT  LIMITED


                                        By:
                                           ------------------------------------
                                        Name:   Joseph  R.  Mallon,  Jr.
                                        Title:  Director

                                        JINGLIANG  ELECTRONICS
                                             (SHENZHEN)  CO.  LTD.

                                        By:
                                           ------------------------------------
                                        Name:   Joseph  R.  Mallon,  Jr.
                                        Title:  Director


                                        6
<PAGE>
                    SECOND AMENDMENT TO AMENDED AND RESTATED
               REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

          Second  Amendment  to Amended and Restated Revolving Credit, Term Loan
and  Security  Agreement  dated  as  of  April 30, 2001 (this "Amendment") among
MEASUREMENT  SPECIALTIES,  INC.,  a  corporation organized under the laws of the
State  of  New  Jersey  ("MSI"),  MEASUREMENT  SPECIALTIES UK LIMITED, a company
incorporated  in  England and Wales and a wholly owned subsidiary of MSI ("MSUK"
and  collectively  with MSI, the "Borrowers"), FLEET NATIONAL BANK, successor by
merger to Summit Bank ("Fleet"), THE CHASE MANHATTAN BANK ("Chase"), FIRST UNION
NATIONAL  BANK  ("First  Union"  and  collectively  with  Fleet  and  Chase, the
"Lenders")  and FIRST UNION NATIONAL BANK, as agent (in such capacity, "Agent").

          WHEREAS,  the  Borrowers,  the  Lenders  and Agent are parties to that
certain  Amended and Restated Revolving Credit, Term Loan and Security Agreement
dated  as  of  February  28,  2001, as amended (as so amended and as the same is
being  and may hereafter be amended, modified or restated, the "Loan Agreement";
terms  used  herein  and  not  otherwise  defined  are  as  defined  in the Loan
Agreement)  pursuant  to  which Lenders agreed to extend to MSI: (i) a revolving
loan  and  letter  of  credit  facility  of  up  to  SEVENTEEN  MILLION  DOLLARS
($17,000,000)  (the  "Revolving Credit Commitment"), and (ii) a term loan in the
original  principal  amount  of  TWENTY  FIVE MILLION DOLLARS ($25,000,000) (the
"Term  Loan");

          WHEREAS,  the  Borrowers have requested and the Lenders have agreed to
extend  the  increase  of  the Revolving Credit Commitment effected by the First
Amendment  from  April  30,  2001  until  the  Expiration  Date on the terms and
conditions  set  forth  herein.

          IN  CONSIDERATION  of  the  mutual  covenants  and undertakings herein
contained, the parties hereto hereby agree that the Loan Agreement be amended as
follows:

     1.     Article  1  of  the  Loan  Agreement  shall  be  amended so that the
following  new  or  revised  definitions  are  hereby  included  therein:

          "Second Amendment" shall mean that certain Second Amendment to Amended
and  Restated  Revolving  Credit,  Term  Loan and Security Agreement dated as of
April  30,  2001  among  the  Borrowers,  the  Lenders  and  the  Agent.

          "Maximum  Revolving Advance Amount" shall mean $17,000,000, including:
(i)  the  MSUK  Sublimit;  and  (ii)  a  $1,000,000 sublimit for the issuance of
Letters  of  Credit.

          "Revolving Credit Commitment" shall mean as to any Lender at any time,
the  amount  initially  set  forth  opposite  its name on Schedule 1.1(A) to the
Second  Amendment  in  the  columns  labeled  "Revolving Credit Commitment," and
thereafter on Schedule I to the most recent Assignment and Assumption Agreement.
"Revolving  Credit  Commitments"  shall  mean  the  aggregate  Revolving  Credit
Commitments  of  all  of  the  Lenders.


<PAGE>
     2.     The third sentence of Section 2.1(a) of the Loan Agreement is hereby
amended  to  read  as  follows:

          "The  Revolving  Advances shall be evidenced by the secured promissory
          notes  dated  the  date  hereof  from  MSUK  to  each  of  the Lenders
          substantially  in  the  form attached hereto as Exhibit 2.1(a) and the
          restated  secured promissory notes dated as of April 30, 2001 from MSI
          to  each  of  the  Lenders  substantially  in the form attached to the
          Second  Amendment  as  Exhibit  2.1(a) (the "Revolving Credit Notes").

     3.     Section  2.8  of  the  Loan  Agreement is hereby amended so that the
following  sentence  added  thereto  by  the  First  Amendment  is  deleted:

          "The  aggregate  balance  of Advances outstanding on April 30, 2001 in
          excess  of  $15,000,000.00 shall be immediately due and payable at the
          Payment  Office  without the necessity of any demand, whether or not a
          Default  or  Event  of  Default  has  occurred."

     4.     By  executing  this  Amendment,  each of the Borrowers and the other
Obligors  confirms  and  acknowledges  that,  as  of  the date hereof, it has no
defenses, offsets or counterclaims against any of the Obligations under the Loan
Agreement  or  any  of  the Other Documents and that, as of the date hereof, all
amounts outstanding under the Notes and any other Loan Document are owing to the
Lenders  without  defense,  off-set  or  counterclaim.

     5.     All  references  to  the "Agreement" or "this Agreement" in the Loan
Agreement  shall  mean  the  Loan  Agreement,  as amended and reaffirmed by this
Amendment.  All references to the "Obligations" in the Loan Agreement shall mean
and  include  the  joint and several obligations of the Borrowers to the Lenders
pursuant  to  the  Loan  Agreement  and  the  Other  Documents,  as  amended and
reaffirmed  pursuant  to  this  Amendment,  including,  but  not  limited to the
Borrowers'  obligations  under  the  Notes.

     6.     By  executing  this  Amendment, each of the Borrowers and Guarantors
confirm and acknowledge that (i) the representations and warranties contained in
Article  5  of  the  Loan  Agreement  (pertaining  to each of them) are true and
correct  as  of the date hereof, (ii) after giving effect to this Amendment, the
Borrowers  are  in compliance with all covenants contained in the Loan Agreement
and all of the Other Documents, and (iii) after giving effect to this Amendment,
no  Event  of Default, or an event which with the giving of notice or passage of
time  or  both  would  constitute  an  Event  of  Default,  has  occurred and is
continuing.

     7.     By  executing this Amendment, the Guarantors confirm and acknowledge
effective  as  of  the  date  hereof,  all  of  the  terms and provisions of the
Guaranties  and  any amendments, renewals, modifications or supplements thereto,
or substitutions therefor, shall remain unchanged and continue in full force and
effect  on  the  date  hereof,  and  by executing this Amendment, the Guarantors
confirm  the  continued  validity  of  such  Guaranties.


                                        2
<PAGE>
     8.     By  executing  this  Amendment,  the  parties  hereto  confirm  the
continued  accuracy of all Schedules and Exhibits attached to and made a part of
the  Loan Agreement and the Other Documents.  If any such Schedule or Exhibit is
no  longer fully accurate or needs updating, such revised or updated Schedule or
Exhibit  shall  be  delivered  to the Lenders concurrently with the execution of
this  Amendment  and  attached  hereto  and shall be deemed to replace the prior
Schedule  or  Exhibit  for all purposes of the Loan Agreement or such other Loan
Document.

     9.     As  conditions precedent to the effectiveness of this Amendment, the
following  shall  be  delivered  to the Lenders by or on behalf of the Obligors:

          a)     This  Amendment,  duly  executed  by  all  parties  hereto;

          b)     The  restated  Revolving  Credit  Notes,  duly executed by MSI;

          c)     Resolutions  of the Boards of Directors or managing members, as
applicable,  of  each  of MSI, MSUK and Sensors, certified on the date hereof by
the  Secretary of each such entity, authorizing: (i) the execution, delivery and
performance  of  this  Amendment;  and (ii) the consummation of the transactions
contemplated  hereby  and  thereby;

          d)     A  certificate  of  the  Secretary  of  each  of  MSI, MSUK and
Sensors,  dated  the date hereof, certifying: as to the incumbency and signature
of  the officers or members, as applicable, executing each of the Loan Agreement
and  Other  Documents  and any other document to be delivered pursuant to any of
such  documents,  together  with  evidence  of the incumbency of such Secretary;

          e)     Payment  of the fees described in Section 16 of this Amendment;
and

          f)     Such  other  approvals, opinions of counsel or documents as the
Agent  may  reasonably  request.

     10.     This Amendment is incorporated by reference into the Loan Agreement
and  the  Other  Documents.  Except  as  otherwise  provided  herein,  all other
provisions  of  the  Loan Agreement and the Other Documents are hereby confirmed
and  ratified  and  shall remain in full force and effect as of the date of this
Amendment

     11.     By  executing  this Amendment, the Obligors confirm and acknowledge
that  the  liens  and  security  interests  granted to the Agent for the ratable
benefit  of  the  Lenders pursuant to the Loan Agreement and the Other Documents
are  hereby continued and confirmed in all respects and shall continue to secure
the  repayment  of  all Obligations under the Loan Agreement, as amended hereby.

     12.     The  restated  Revolving  Credit Notes executed by MSI concurrently
herewith  shall  (along  with  the  Revolving  Credit  Notes executed by MSUK on
February  28, 2001) be the "Revolving Credit Notes" for all purposes of the Loan
Agreement  and  all  of  the  Other  Documents.


                                        3
<PAGE>
     13.     This  Amendment may be executed in any number of counterparts, each
of which shall be an original and all of which shall constitute one and the same
instrument.

     14.     This  Amendment  shall  be binding upon and inure to the benefit of
the parties hereto and their heirs, executors, administrators, successors and/or
assigns.

     15.     This  Amendment  shall  be governed by, and construed in accordance
with,  the  laws  of  the  State  of  New  Jersey.

     16.     The  Borrowers shall pay the Agent an amendment fee for the ratable
benefit  of the Lenders in the amount of $7,500.00 and shall reimburse Agent for
all  of  its  fees  and  expenses  incurred  in  connection with this Amendment,
including,  without  limitation,  all  reasonable attorneys fees and expenses of
counsel  to  the  Agent.

     17.     In  the  event  any  provision  of this Amendment or any other Loan
Document  executed and delivered in connection herewith shall be held invalid or
unenforceable  by  a  court  of  competent jurisdiction, such holdings shall not
invalidate  or  render  unenforceable  any  other  provision  hereof or thereof.


                                        4
<PAGE>
          IN  WITNESS  WHEREOF, each of the parties has signed this Amendment as
of  the  day  and  year  first  above  written.

                                        MEASUREMENT  SPECIALTIES,  INC.



                                        By:
                                           -------------------------------------
                                        Name:   Joseph  R.  Mallon,  Jr.
                                        Title:  Chief  Executive  Officer

                                        MEASUREMENT  SPECIALTIES  UK  LIMITED


                                        By:
                                           -------------------------------------
                                        Name:   Joseph  R.  Mallon,  Jr.
                                        Title:  Director

                                        FIRST  UNION  NATIONAL  BANK,
                                             as  Agent  and  Lender


                                        By:
                                           -------------------------------------
                                        Name:     Jack  Farr
                                        Title:     Senior  Vice  President

                                        THE  CHASE  MANHATTAN  BANK


                                        By:
                                           -------------------------------------
                                        Name:     Kathleen  Addison
                                        Title:     Vice  President

                                        FLEET NATIONAL BANK, successor by merger
                                        to  Summit  Bank


                                        By:
                                           -------------------------------------
                                        Name:   Cynthia  Colucci
                                        Title:  Vice  President



                       [Signatures Continued on Next Page]


                                        5
<PAGE>
AGREEING  TO BE BOUND BY THE PROVISIONS HEREOF APPLICABLE TO THEM AND MAKING THE
REPRESENTATIONS  AND  WARRANTIES  MADE  HEREIN  BY  THEM.

                                        IC  SENSORS,  INC.


                                        By:
                                           -------------------------------------
                                        Name:   Joseph  R.  Mallon,  Jr.
                                        Title:  President

                                        MEASUREMENT  LIMITED


                                        By:
                                           -------------------------------------
                                        Name:   Joseph  R.  Mallon,  Jr.
                                        Title:  Director

                                        JINGLIANG  ELECTRONICS
                                             (SHENZHEN)  CO.  LTD.

                                        By:
                                           -------------------------------------
                                        Name:   Joseph  R.  Mallon,  Jr.
                                        Title:  Director


                                        6
<PAGE>