Exhibit 10.2

                            NONCOMPETITION AGREEMENT

     This  NONCOMPETITION  AGREEMENT  (this  "Agreement") is made as of April 1,
2003,  by  and  between  Measurement Specialties, Inc., a New Jersey corporation
("Company")  and  Frank  Guidone  (the  "Executive").

                                    RECITALS

     WHEREAS,  pursuant  to  an  Agreement  made and entered into as of the date
hereof,  by  and  between Four Corners Capital Partners, LP ("Four Corners") and
the  Company  (the "Engagement Agreement"), Executive will perform the duties of
Chief  Executive  Officer  of  the  Company;  and

     WHEREAS, the Executive is required to execute and deliver this Agreement to
the  Company  in  connection  with  the  Engagement  Agreement.

     NOW,  THEREFORE  in  consideration of the foregoing recitals and other good
and valuable consideration (the receipt and sufficiency of which are irrevocably
acknowledged  by  each  of  the  parties  hereto), the parties agree as follows:

                                    AGREEMENT

1.     Definitions.  Capitalized  terms  not expressly defined in this Agreement
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shall  have  the  meanings  ascribed  to  them  in  the  Engagement  Agreement.

2.     Noncompetition.  As  an  inducement  and  part  of  the consideration for
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Company  to  enter  into  the Engagement Agreement, Executive agrees as follows:

     (a)     During  the  Term  of  the Engagement Agreement (and any extensions
thereof)  and for a period of one year following the termination thereof for any
reason,  Executive  will  not  directly  or  indirectly,  work  as  an employee,
consultant,  agent,  principal, partner, manager, stockholder, officer, director
or  in  any  other  capacity,  for  any person or entity in the United States of
America  who  or  which is directly competitive with the business of the Company
and which engages in the pressure and/or displacement sensor business similar to
the  Company.  The  restriction in the preceding sentence shall not apply to (a)
ownership  of  less than five (5%) percent of the issued and outstanding capital
of  stock of any corporation that is publicly traded and for which capital stock
selling  and  asking  prices  are published from time to time in The Wall Street
Journal,  (b)  work  that Four Corners and/or Corporate Revitalization Partners,
LLC ("CRP") or their respective principals (other than Executive) perform in the
turnaround  business, (c) Executive's ownership interest in Four Corners or CRP,
or  (d) Executive's participation in sales and marketing activities on behalf of
both  CRP  and  Four  Corners.

     (b)     During  the  period of the Engagement Agreement (and any extensions
thereof) and for a period of two years following the termination thereof for any
reason,  Executive  will  not directly or indirectly, either for himself,  or on
behalf  of  any  other  business  enterprise,  directly or indirectly, under any
circumstance  (i)  solicit  for  employment  any  person  who is employed by the
Company  or  any  Subsidiaries  during  the period of Executive's service to the
Company,  (ii) induce any person who is employed by the Company to terminate his
or  her  employment  with  the  Company  or  any Subsidiaries, or (iii) call on,
solicit,  or  take  away  any person or entity who or which is a customer of the
Company  or  any  Subsidiaries.


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3.     Confidentiality.  Executives  acknowledges  that  during  the Term of the
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Engagement  Agreement,  he may have access to and be entrusted with confidential
information  concerning  the  present  and  contemplated  financial  status  and
activities  of  the  Company,  the  disclosure  of  any  of  which  confidential
information  to  competitors  of  the Company would be highly detrimental to the
interests  of  the  Company.  The Parties further acknowledge and agree that the
right  to  maintain  the  confidentiality  of  such  information  constitutes  a
proprietary  right  that  the  Company  is  entitled  to  protect.  Accordingly,
Executive  covenants  and  agrees with the Company that he will not, both during
the  Term  and  thereafter, disclose any of such confidential information to any
person,  firm  or corporation, nor shall he make use of such information, except
as  required  in the normal course of service hereunder or as required by law or
judicial  process.  For  purposes  of this Section 3, "confidential information"
shall  not include any information which is generally available to the public or
which hereafter becomes generally available to the public other than as a result
of  breach  of  the  obligation  under  this  Section  3.

4.     Company  Property.
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     (a)     Any  patents,  inventions,  discoveries,  applications or processes
designed,  devised,  planned,  applied,  created,  discovered  or  invented  by
Executive  in  the  course of Executive's service under this Agreement and which
pertain  to  any  aspect of the Company's or Subsidiaries' business shall be the
sole  and  absolute property of the Company, and Executive shall promptly report
the same to the Company and promptly execute any and all documents that may from
time  to  time  reasonably be requested by the Company to assure the Company the
full  and  complete  ownership  thereof.

     (b)     All  records,  files,  lists,  including  computer generated lists,
drawings,  documents,  equipment  and  similar  items  relating to the Company's
business  which Executive shall prepare or receive from the Company shall remain
the Company's sole and exclusive property.  Upon termination of this engagement,
Executive  shall  promptly  return to the Company all property of the Company in
his  possession.  Executive further represents that he will not copy or cause to
be copied, print out or cause to be printed out any software, documents or other
materials  originating  with or belonging to the Company. Executive additionally
represents  that,  upon  termination  of  the Engagement Agreement, his will not
retain  in  his  possession  any  such  software,  documents or other materials.

5.     Remedies.  If Executive breaches the covenants set forth in Section 3 and
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4  of  this  Agreement,  Company  will  be  entitled  to the following remedies:

     (a)     damages  from  Executive;  and

     (b)     in  addition  to  its  right to damages and any other rights it may
have,  injunctive or other equitable relief to restrain any breach or threatened
breach  or otherwise to specifically enforce the provisions of Sections 2, 3 and
4  of  this  Agreement,  it  being  agreed  that  money  damages  alone would be
inadequate  to  compensate  Company  and  would be an inadequate remedy for such
breach.

6.     Nature  of  Remedies.  The  rights and remedies of the Company under this
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Agreement  are  cumulative  and  not  alternative.

7.     Severability.  Whenever  possible  each  provision  and  term  of  this
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Agreement  will  be interpreted in a manner to be effective and valid but if any
provision  or  term  of this Agreement is held to be prohibited or invalid, then
such  provision  or  term  will  be  ineffective  only  to  the  extent  of such
prohibition  or  invalidity,  without  invalidating  or  affecting in any manner
whatsoever  the


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remainder of such provision or term or the remaining provisions or terms of this
Agreement.  If  any  of  the  covenants set forth in Sections 2, 3 and 4 of this
Agreement are held to be unreasonable, arbitrary, or against public policy, such
covenants  will  be  considered  divisible  with  respect  to  scope,  time, and
geographic  area,  and  in  such lesser scope, time and geographic area, will be
effective,  binding  and  enforceable  against  such.

8.     Reasonability  of  Restrictions.  Executive  has  carefully  read  and
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considered  the  provisions  of  Sections  2,  3  and  4  hereof  and has had an
opportunity  to review and discuss this Agreement with counsel of  his choosing,
and,  having  done  so,  agrees  and  acknowledges  that  the terms, conditions,
agreements  and  restrictions  set forth therein are fair and reasonable and are
reasonably  required  for  the  protection  of  the  interests  of  Company, its
Subsidiaries  and  Affiliates,  and  their  respective  officers,  directors,
shareholders,  agents,  representatives  and  other  employees.

9.     Successors, Assigns.  Neither this Agreement, nor any of the Company's or
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Executive's  respective  rights, powers, duties or obligations hereunder, may be
assigned  or delegated by the Company or the Executive.  This Agreement shall be
binding  upon  and  inure  to  the  benefit  of  the Company and its successors.
Successors  shall  include,  without  limitation,  parents  or Subsidiaries, any
corporation  or  corporations  acquiring,  directly  or  indirectly,  all  or
substantially  all  of  the  assets  or stock of the Company, whether by merger,
consolidation, purchase, lease or otherwise, and such successor shall thereafter
be  deemed  the  "Company"  hereof.
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10.     Amendment;  Waivers.  No  amendment,  modification  or discharge of this
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Agreement,  and  no waiver hereunder, shall be valid or binding unless set forth
in  writing  and  duly  executed  by all of the parties hereto.  Any such waiver
shall  constitute a waiver only with respect to the specific matter described in
such  writing  and  shall in no way impair the rights of the party granting such
waiver  in  any  other  respect  or  at  any  other  time.

11.     Counterparts.  This  Agreement  may be executed in several counterparts,
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each  of  which  shall  be  deemed  an  original and all of which shall together
constitute  one  and  the  same  instrument.

12.     Governing Law.  This Agreement will be governed by the laws of the State
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of  New  Jersey  without  regard  to  conflicts  of  laws  principles.

13.     Jurisdiction;  Service  of Process.  Any action or proceeding seeking to
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enforce  any  provision of, or based on any right arising out of, this Agreement
may  be  brought  against  any  of the parties in the courts of the State of New
Jersey,  County  of  Essex,  or,  if  it has or can acquire jurisdiction, in the
United  States  District  Court  for the District of New Jersey, and each of the
parties  consents  to  the  jurisdiction  of such courts (and of the appropriate
appellate  courts)  in any such action or proceeding and waives any objection to
venue  laid  therein.  Process  in  any  action or proceeding referred to in the
preceding  sentence  may  be  served  on  any  party  anywhere  in  the  world.

14.     Entire  Agreement.  This  Agreement,  together  with  the  Engagement
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Agreement,  constitutes the entire agreement between the parties with respect to
the  subject  matter of this Agreement and supersedes all prior written and oral
agreements  and  understandings  among the Company and Executive with respect to
the  subject  matter  of  this  Agreement.


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<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the  date  first  above  written.

                                 MEASUREMENT  SPECIALTIES,  INC.


                                 By:     /s/  John  P.  Hopkins
                                        ----------------------------------
                                        Name:     John  P.  Hopkins
                                        Title:  Chief  Financial  Officer  and
                                        Secretary

                                        /s/  Frank  Guidone
                                        ----------------------------------
                                        FRANK  GUIDONE


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