Exhibit 4.1


                    THIS  WARRANT  AND THE SHARES ISSUABLE UPON EXERCISE OF THIS
               WARRANT  HAVE  NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
               1933,  AS  AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS
               OF  ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE
               SECURITIES  REPRESENTED  HEREBY  MAY  NOT  BE  OFFERED,  SOLD  OR
               TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
               FOR  THE  SECURITIES  UNDER  APPLICABLE  SECURITIES  LAWS  UNLESS
               OFFERED,  SOLD  OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION
               FROM  THE  REGISTRATION  REQUIREMENTS  OF  THOSE  LAWS.

                                   Right to Purchase 600,000 Shares of
                                  Common Stock, no par value per share

               Date:  Issued July 22, 2003
                                  --
                      Effective as of
                      April 21, 2003


                          MEASUREMENT SPECIALTIES, INC.
                             STOCK PURCHASE WARRANT

          THIS  CERTIFIES  THAT,  for  value  received,  Four  Corners  Capital
Partners,  LP  ("Four  Corners"),  or  its  registered  assigns,  is entitled to
purchase  from  Measurement Specialties, Inc., a corporation organized under the
laws  of  the  State  of New Jersey (the "COMPANY"), at any time or from time to
time  during  the  period  specified  in  Section 2 hereof, six hundred thousand
(600,000)  fully paid and nonassessable shares of the Company's common stock, no
par  value  per  share (the "COMMON STOCK"), at an exercise price per share (the
"EXERCISE  PRICE")  equal  to  $3.16.  The  shares  of  Common Stock purchasable
hereunder  shall  be  defined herein as "WARRANT SHARES."  The Exercise Price is
subject to adjustment as provided in Section 4 hereof.  The term "WARRANT" means
this  Warrant  which is being issued by the Company pursuant to a certain letter
agreement  by and between the Company and Four Corners (the "Letter Agreement").

          This  Warrant  is  subject  to  the  following  terms,  provisions and
conditions:

     1.    Manner  of  Exercise;  Issuance of Certificates; Payment for Shares.
           -------------------------------------------------------------------
Subject  to  the  provisions  hereof, at any time during the Exercise Period (as
herein defined), this Warrant may be exercised by the holder hereof, in whole or
in  part  (subject  to  the  vesting


                                        1
<PAGE>
provisions of Section 2 hereof), by the surrender of this Warrant, together with
a  completed  exercise  agreement  in  the  form  attached hereto (the "EXERCISE
AGREEMENT"),  to the Company during normal business hours on any Business Day at
the Company's principal executive offices (or such other office or agency of the
Company  as  it  may designate by written notice to the holder hereof), and upon
(i)  payment  to  the Company in cash, by certified or official bank check or by
wire  transfer  for  the  account  of the Company, of the Exercise Price for the
Warrant  Shares  specified  in  the  Exercise Agreement or (ii) if the Holder is
effectuating  a  Cashless Exercise (as defined in Section 11(c) hereof) pursuant
to  Section  11(c)  hereof,  delivery  to  the Company of a written notice of an
election  to  effect a Cashless Exercise for the Warrant Shares specified in the
Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued
to  the  holder  hereof  or  such holder's designee, as the record owner of such
shares, as of the close of business on the date on which this Warrant shall have
been  surrendered,  the  completed Exercise Agreement shall have been delivered,
and  payment shall have been made for such shares as set forth above or, if such
date  is  not  a  Business Day, on the next succeeding Business Day. The Warrant
Shares  so  purchased,  representing the aggregate number of shares specified in
the  Exercise  Agreement,  shall  be  delivered  to  the  holder hereof within a
reasonable  time,  not exceeding two (2) Business Days, after this Warrant shall
have  been so exercised (the "Delivery Period"). If this Warrant shall have been
exercised  only  in part, then the Company shall, at its expense, at the time of
delivery  of such certificates, deliver to the holder a new Warrant representing
the number of shares with respect to which this Warrant shall not then have been
exercised.

     2.     Period of Exercise; Vesting. (a) This  Warrant  shall be exercisable
            ------------------------------
subject  to  the  vesting  provisions  and  early termination provisions of this
Section  2 at any time and from time to time until April 30, 2013 (the "EXERCISE
PERIOD").

           (b)     The right to purchase Warrant Shares hereunder shall vest
in  accordance  with  the  following  schedule:

                   (i)     Two  hundred  and  ten-thousand  (210,000)  Warrant
Shares  (the  "Period  One  Shares")  shall  become purchasable between the date
hereof  and  April  30, 2004 ("Period One"); with one-quarter of such Period One
Shares  becoming  purchasable  on  the last day of the months of  July, October,
January  and  April  of  Period  One;

                  (ii)     One hundred eighty-thousand (180,000)  Warrant Shares
(the "Period Two Shares") shall become purchasable between May 1, 2004 and April
30,  2005  ("Period  Two");  with one-quarter of such Period Two Shares becoming
purchasable  on  the last day of the  months of July, October, January and April
of  Period  Two;
                 (iii)     One hundred twenty-thousand  (120,000) Warrant Shares
(the  "Period  Three  Shares")  shall become purchasable between May 1, 2005 and
April  30,  2006  ("Period Three"); with one-quarter of such Period Three Shares
becoming purchasable on the last day of the months of July, October, January and
April  of  Period  Three;


                                        2
<PAGE>
                  (iv)     Ninety-thousand (90,000) Warrant Shares  (the "Period
Four  Shares")  shall  become purchasable between May 1, 2006 and April 30, 2007
("Period  Four");  with  one-quarter  of  such  Period  Four  Shares  becoming
purchasable on the last day of the months of July, October, January and April of
Period  Four.

          (c)     Period  One, Period  Two,  Period  Three  and  Period Four are
collectively  referred  to herein as the "Periods" and each, a "Period".  If the
average  closing  sale price of  the Common Stock on the American Stock Exchange
(or  any  other  stock  exchange or trading system on which the Common Stock may
hereafter  be  listed  or quoted) during any period of ninety (90) Business Days
(as hereinafter defined) exceeds the "Acceleration Price" specified with respect
to any Period below, (i) all Warrant Shares scheduled to vest during such Period
shall  immediately  vest  and become immediately purchasable hereunder, (ii) the
definition  of  the  next  succeeding  Period  shall be deemed amended to be the
twelve-month period beginning the first day of  the month following the month in
which  the  Acceleration  Price  is  achieved  and ending on the last day of the
twelfth succeeding month, (iii) the definition of any other remaining succeeding
Period  shall  be deemed amended in a manner similar to that set forth in clause
(ii)  above, and (iv) one quarter of the Warrant Shares for each such succeeding
Period shall become purchasable on the last day of each of the third, six, ninth
and  twelfth  months of such newly defined Period.  Provisions of this Paragraph
2(c)  shall  operate  to  accelerate  vesting  any time an Acceleration Price is
achieved; achievement of the Acceleration Price with respect to any Period shall
not  limit  the effect of this paragraph in subsequent Periods.  In the event of
an  adjustment  to  the  Exercise  Price  pursuant  to  Section  4  hereof,  the
Acceleration  Price  shall  be  similarly  adjusted  in  the manner described in
Section  4  hereof.  The Acceleration Price with respect to each Period shall be
as  follows:

              Period                          Acceleration Price
            ----------------------------------------------------
            Period One                           $     7.50
            Period Two                           $    10.00
            Period Three                         $    12.00
            Period Four                          $    15.00

          (d)     Notwithstanding anything contained elsewhere in this Section 2
to  the  contrary,  the  right  to purchase any and all Warrant Shares hereunder
shall  vest  and become immediately exercisable upon the occurrence of a "Change
of  Control"  of  the  Company.  For  purposes of this Section 2(d) a "Change of
Control"  of  the  Company  shall  mean  (i)  any  liquidation,  dissolution  or
winding-up  of  the Company, whether voluntary or involuntary; (ii)  any merger,
consolidation,  conversion  transaction or reorganization of the Company with or
into  any other entity or entities that results in the conversion or exchange of
outstanding  Common Stock (or any securities into which such Common Stock may be
converted  or  exchanged)  of  the  Company  for  securities  issued  or  other
consideration  paid  or  caused  to  be  issued  or  paid  by any such entity or
affiliate  thereof


                                        3
<PAGE>
(other  than  a  merger of the Company with or into another entity that does not
result  in  the holders of Common Stock immediately prior to the consummation of
such  transaction  ceasing  to  own  a  majority of the voting securities of the
entity  surviving  or resulting from the merger); or (iii) any sale, transfer or
disposition  of  all  or  substantially  all  of  the  property or assets of the
Company.  For  purposes of the immediately preceding sentence, sale, transfer or
disposition  of substantially all of the property or assets of the Company shall
mean  the  sale  of  property  or assets, in a single transaction or a series of
related  transactions,  having  a  value in excess of 50% of the value of assets
reflected  on  the  balance  sheet of the Company immediately prior to the first
such  sale.

          (e)     In  the  event  the  Agreement  between  Four  Corners and the
Company, dated April 1, 2003, (the "Agreement") is terminated by the Company for
Cause,  as  provided  in  Paragraph 9 of the Agreement, the vesting of rights to
purchase  Warrant  Shares pursuant to this Section 2 shall immediately cease and
this  Warrant  shall  be  exercisable  with respect to vested rights to purchase
Warrant  Shares  for  a  period  of  six  months from the date of notice of such
termination.

                 (i)     The Company may  terminate the Agreement for Cause upon
sixty  (60)  days'  prior  written notice to Four Corners.  The notice shall set
forth  the  specific  grounds  upon  which  the  Company  seeks to terminate the
Agreement  for  Cause.  A  termination shall be for Cause only if it is based on
any  one  or  more  of  the following:  (a) Frank Guidone ("Executive") has been
convicted by a court of competent jurisdiction of a felony, based on Executive's
commission  of  a  criminal  act;  (b)  Executive  commits  fraud; (c) Executive
willfully neglects or refuses to discharge his duties pursuant to the Agreement,
assuming  the assigned duties are lawful, which continues for a period of thirty
(30)  Business  Days  following  written  notice  thereof  by  the Board to Four
Corners,  or  (d)  a  material  breach  of  the Agreement by Four Corners, which
continues  for  a  period  of thirty (30) Business Days following notice written
thereof  by  the  Board  to Four Corners.  No act or failure on Executive's part
shall  be  considered  "willful"  unless  it  is  done, or omitted to be done by
Executive,  in bad faith or without reasonable belief that Executive's action or
omission  was in the best interests of the Company.  Any act, or failure to act,
based upon authority given pursuant to a specific resolution duly adopted by the
Board  of  Directors  of  the  Company (the "Board") or based upon the advice of
counsel for the Company shall be conclusively presumed to be done, or omitted to
be  done,  by  Executive in good faith and in the best interests of the Company.

               (ii)     The  Company  may  not terminate the Agreement for Cause
until:  (a) Executive and Four Corners have the opportunity to appear before the
Board,  with  or  without  legal  representation,  to address the Board's stated
reason  for  termination, (b) the affirmative vote of the majority of  the Board
members  (excluding  the Executive if he is a member of the Board, and any other
member  of  the  Board  reasonably  believed  by the Board to be involved in the
events leading the Board to terminate the Agreement for Cause) agreeing that the
actions  or  inactions  of  the  Executive  or Four Corners, as specified in the
notice of termination occurred, that such actions or inactions constitute Cause,
and that the Agreement should, accordingly, be terminated for Cause, and (c) the
Board  provides  Four  Corners  with  a  written determination setting forth the
specific  details  that  form  the  basis  of  such  termination.


                                        4
<PAGE>
          (f)     In  the  event  the  Agreement  is  terminated  by the Company
without Cause, or by Four Corners for Good Reason, as provided in Paragraph 9 of
the  Agreement,  the  right to purchase the Warrant Shares shall vest and become
immediately  exercisable  with respect to those Warrant Shares scheduled to vest
during  the  Period  in  which  the  Agreement  is terminated and for the Period
immediately following the Period in which the Agreement is terminated, and shall
remain exercisable for a period of six months from the date of such termination.
Four  Corners  may terminate the Agreement for Good Reason upon sixty (60) days'
prior  written  notice  to the Company.  The notice shall set forth the specific
grounds  upon  which  Four  Corners  seeks  to  terminate the Agreement for Good
Reason.  A  termination  shall be for Good Reason only if it is based on any one
or  more  of  the  following:  (a)  any material change in Executive's position,
scope  of  authority  or  responsibilities, or a change in Executive's title, to
which Executive has not previously agreed, (b) failure by the Company to fulfill
its  obligations specified in Paragraphs 5 and 6 of the Agreement, or to provide
the  insurance  specified  in  Paragraph  8  of the Agreement, or (c) a material
breach  of  the  Agreement  by  the  Company.  The Company will have thirty (30)
Business  Days  to  cure the Good Reason following notice to the Company by Four
Corners  of  the  same.

     3.     Certain Agreements of the Company.  The Company hereby covenants and
            ---------------------------------
agrees as follows:

                    (a)     Shares  to  be Fully Paid.  All Warrant Shares will,
                            -------------------------
upon  issuance  in accordance with the terms of this Warrant, be validly issued,
fully  paid, and nonassessable and free from all liens, claims and encumbrances.

                    (b)     Reservation  of  Shares. During the Exercise Period,
                            -----------------------
the  Company shall at all times have authorized, and reserved for the purpose of
issuance  upon exercise of this Warrant, a sufficient number of shares of Common
Stock  to  provide for the exercise in full of the shares of Common Stock listed
on  the  face  of  this  Warrant.

                    (c)     Certain Actions Prohibited.  The  Company  will not,
                            --------------------------
by  amendment  of its charter or through any reorganization, transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms to be observed or performed by it hereunder, but will at all times in
good  faith assist in the carrying out of all the provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this  Warrant  in  order  to  protect the economic benefit inuring to the holder
hereof and the exercise privilege of the holder of this Warrant against dilution
or  other  impairment,  consistent  with  the tenor and purpose of this Warrant.
Without  limiting  the  generality  of  the  foregoing, the Company (i) will not
increase  the  par  value  of  any  shares  of  Common Stock receivable upon the
exercise  of this Warrant above the Exercise Price then in effect, and (ii) will
take  all  such  actions  as  may  be necessary or appropriate in order that the
Company  may  validly  and  legally issue fully paid and nonassessable shares of
Common  Stock  upon  the  exercise  of  this  Warrant.

                    (d)     Successors and Assigns. This Warrant will be binding
                            ------------------------
upon  the  Company  and  any  successors.  Successors  shall  include,  without
limitation,  parents or


                                        5
<PAGE>
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"  for  the  purpose  hereof.

          4.     Antidilution Provisions.  The Exercise Price hereunder shall be
                 -----------------------
subject  to  adjustment  from  time  to  time  as  provided  in  this Section 4.

                (a)     Subdivision  or  Combination  of  Common  Stock.  If the
                       -----------------------------------------------
Company  subdivides  (by  any  stock  split,  stock  dividend, recapitalization,
reorganization, reclassification or otherwise) its shares of Common Stock into a
greater  number  of  shares,  then,  after the date of record for effecting such
subdivision,  the Exercise Price in effect immediately prior to such subdivision
will  be proportionately reduced and the number of Warrant Shares for which this
Warrant  may  be  exercised  shall be proportionately increased.  If the Company
combines  (by  reverse  stock  split,  recapitalization,  reorganization,
reclassification  or otherwise) its shares of Common Stock into a smaller number
of  shares,  then,  after the date of record for effecting such combination, the
Exercise  Price  in  effect  immediately  prior  to  such  combination  will  be
proportionately  increased  and  the  number  of  Warrant  Shares for which this
Warrant  may  be  exercised  shall  be  proportionately  reduced.

                (b)     Consolidation,  Merger  or  Sale.  In  case  of  any
                        --------------------------------
consolidation  of  the  Company  with,  or merger of the Company into, any other
corporation, or in case of any sale or conveyance of all or substantially all of
the  assets  of  the  Company  other  than in connection with a plan of complete
liquidation of the Company, then as a condition of such consolidation, merger or
sale  or  conveyance,  adequate provision will be made whereby the holder hereof
will have the right to acquire and receive upon exercise of this Warrant in lieu
of  the  shares  of  Common  Stock  immediately  theretofore acquirable upon the
exercise  of  this  Warrant, such shares of stock, securities, cash or assets as
may be issued or payable with respect to or in exchange for the number of shares
of  Common Stock immediately theretofore acquirable and receivable upon exercise
of  this  Warrant had such consolidation, merger or sale or conveyance not taken
place.  In  any such case, the Company will make appropriate provision to ensure
that  the  provisions  of this Section 4 hereof will thereafter be applicable as
nearly  as  may  be  in relation to any shares of stock or securities thereafter
deliverable  upon the exercise of this Warrant.  The Company will not effect any
consolidation,  merger  or  sale  or conveyance unless prior to the consummation
thereof,  the  successor  corporation  (if  other  than  the Company) assumes by
written  instrument  the  obligations  under this Warrant and the obligations to
deliver  to  the holder hereof such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the holder may be entitled to acquire.
Notwithstanding  the foregoing, in the event of any consolidation of the Company
with,  or  merger  of  the  Company  into, any other corporation, or the sale or
conveyance  of  all or substantially all of the assets of the Company, where the
consideration  consists  solely  of  cash,  the  holder hereof shall receive, in
connection  with  such  transaction, cash consideration equal to the fair market
value  of  this  Warrant  as  determined  in accordance with customary valuation
methodology  used  in  the  investment  banking  industry.


                                        6
<PAGE>
               (c)     Distribution  of  Assets.  In  case  the  Company  shall
                       ------------------------
declare or make any distribution of its assets (or rights to acquire its assets)
to  holders  of Common Stock as a partial liquidating dividend, stock repurchase
by way of return of capital or otherwise (including any dividend or distribution
to the Company's shareholders of cash or shares (or rights to acquire shares) of
capital  stock of a subsidiary) (a "Distribution"), at any time, then the holder
hereof  shall  be entitled upon exercise of this Warrant for the purchase of any
or  all  of  the shares of Common Stock subject hereto, to receive the amount of
such  assets  (or  rights)  which would have been payable to the holder had such
holder been the holder of such shares of Common Stock on the record date for the
determination  of  shareholders  entitled  to such Distribution.  If the Company
distributes  rights,  warrants,  options  or  any  other  form  of  convertible
securities  and the right to exercise or convert such securities would expire in
accordance with their terms prior to the expiration of the Exercise Period, then
the  terms of such securities shall provide that such exercise or convertibility
right  shall  remain  in  effect  until 30 days after the date the holder hereof
receives  such  securities  pursuant  to  the  exercise  hereof.

               (d)     Notice  of  Adjustment.  Upon the occurrence of any event
                       ----------------------
which  requires  any  adjustment  of  the Exercise Price, then, and in each such
case,  the  Company shall give notice thereof to the holder hereof, which notice
shall  state  the Exercise Price resulting from such adjustment and the increase
or  decrease  in  the  number  of  Warrant Shares purchasable at such price upon
exercise,  setting  forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.  Such calculation shall be certified
by  the  chief  financial  officer  of  the  Company.

               (e)     Other  Notices.  In  case  at  any  time:
                       --------------

                      (i)     the Company shall  declare  any  dividend upon the
Common  Stock  payable  in  shares  of  stock  of  any  class  or make any other
distribution  (other  than  dividends  or  distributions  payable in cash out of
retained  earnings  consistent with the Company's past practices with respect to
declaring  dividends  and  making  distributions)  to  the holders of the Common
Stock;
                      (ii)    the Company  shall offer for subscription pro rata
to  the  holders of the Common Stock any additional shares of stock of any class
or  other  rights;

                      (iii)   there  shall  be any capital reorganization of the
Company,  or reclassification of the Common Stock, or consolidation or merger of
the  Company with or into, or sale of all or substantially all of its assets to,
another  corporation  or  entity;  or

                       (iv)   there  shall  be  a  voluntary  or  involuntary
dissolution,  liquidation  or  winding  up  of  the  Company;

          then,  in each such case, the Company shall give to the holder of this
Warrant  (a)  notice  of  the  date  or estimated date on which the books of the
Company  shall

                                        7
<PAGE>
close  or  a  record  shall be taken for determining the holders of Common Stock
entitled  to  receive any such dividend, distribution, or subscription rights or
for  determining  the holders of Common Stock entitled to vote in respect of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation  or  winding-up  and  (b)  in  the  case of any such reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up,  notice  of  the  date (or, if not then known, a reasonable estimate
thereof  by  the Company) when the same shall take place. Such notice shall also
specify  the  date  on  which  the  holders of Common Stock shall be entitled to
receive such dividend, distribution, or subscription rights or to exchange their
Common  Stock  for  stock  or other securities or property deliverable upon such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation,  or  winding-up,  as the case may be. Such notice shall be given at
least  thirty  (30)  days  prior  to  the  record  date or the date on which the
Company's  books  are closed in respect thereof. Failure to give any such notice
or  any defect therein shall not affect the validity of the proceedings referred
to  in  clauses  (i),  (ii),  (iii)  and  (iv)  above.

                (f)     Certain  Events.  If  any  event  occurs  of  the  type
                        ---------------
contemplated  by  the  adjustment provisions of this Section 4 but not expressly
provided  for  by such provisions, the Company will give notice of such event as
provided  in Section 4(e) hereof, and the Company's Board of Directors will make
an  appropriate  adjustment  in  the  Exercise Price and the number of shares of
Common  Stock  acquirable  upon  exercise  of this Warrant at each such Exercise
Price  so that the rights of the holder shall be neither enhanced nor diminished
by  such  event.

          5.     Issue  Tax.  The  issuance  of  certificates for Warrant Shares
                 ----------
upon  the exercise of this Warrant shall be made without charge to the holder of
this  Warrant  or  such  shares  for  any issuance tax or other costs in respect
thereof,  provided  that  the Company shall not be required to pay any tax which
may  be payable in respect of any transfer involved in the issuance and delivery
of any certificate in a name other than the holder of this Warrant.  The Company
shall  have  no  responsibility  for  any income (or other) taxes payable by the
Holder  of  this  Warrant  upon  sale  of  the  Warrant  Shares  or  otherwise.

          6.     No  Rights or Liabilities as a Shareholder.  This Warrant shall
                 ------------------------------------------
not  entitle  the  holder  hereof  to  any  voting  rights  or other rights as a
shareholder  of  the  Company.  No  provision of this Warrant, in the absence of
affirmative  action by the holder hereof to purchase Warrant Shares, and no mere
enumeration  herein of the rights or privileges of the holder hereof, shall give
rise  to any liability of such holder for the Exercise Price or as a shareholder
of  the  Company,  whether  such  liability  is  asserted  by  the Company or by
creditors  of  the  Company.

          7.     Transfer,  Exchange  and  Replacement  of  Warrant.
                 --------------------------------------------------

                (a)     Restriction on  Transfer.  This  Warrant  and the rights
                        -------------------------
granted  to  the  holder  hereof shall not be transferable, in whole or in part.


                                        8
<PAGE>
                (b)     Warrant  Exchangeable for Different Denominations.  This
                        --------------------------------------------------
Warrant  is  exchangeable, upon the surrender hereof by the holder hereof at the
office  or  agency  of  the  Company  referred to in Section 7(e) below, for new
Warrants  of like tenor of different denominations representing in the aggregate
the  right  to  purchase  the  number  of  shares  of  Common Stock which may be
purchased  hereunder,  each  of  such  new  Warrants  to  represent the right to
purchase  such  number  of  shares  (at the Exercise Price therefor) as shall be
designated  by  the  holder  hereof  at  the  time  of  such  surrender.

                (c)     Replacement  of  Warrant.  Upon  receipt  of  evidence
                        ------------------------
reasonably  satisfactory  to  the  Company  of  the loss, theft, destruction, or
mutilation  of  this  Warrant  and,  in  the  case  of  any such loss, theft, or
destruction,  upon delivery of an indemnity agreement reasonably satisfactory in
form  and  amount  to  the Company, or, in the case of any such mutilation, upon
surrender  and  cancellation  of this Warrant, the Company, at its expense, will
execute  and  deliver,  in  lieu  thereof,  a  new  Warrant  of  like  tenor.

                (d)     Cancellation; Payment of Expenses. Upon the surrender of
                        ---------------------------------
this  Warrant  in  connection  with  any  transfer,  exchange, or replacement as
provided  in  this  Section  7,  this  Warrant shall be promptly canceled by the
Company.  The Company shall pay all expenses (other than legal expenses, if any,
incurred  by  the  Holder or transferees) and charges payable in connection with
the preparation, execution, and delivery of Warrants pursuant to this Section 7.
The  Company  shall  indemnify  and reimburse the holder of this Warrant for all
losses  and damages arising as a result of or related to any breach of the terms
of this Warrant, including costs and expenses (including legal fees) incurred by
such  holder  in  connection  with  the  enforcement  of  its  rights hereunder.

                (e)     Warrant  Register.  The Company  shall  maintain, at its
                        -----------------
principal executive offices (or such other office or agency of the Company as it
may  designate  by notice to the holder hereof), a register for this Warrant, in
which  the Company shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee
and  each  prior  owner  of  this  Warrant.

          8.    Representations  And  Warranties.  This  Warrant  is issued and
                --------------------------------
delivered  on  the  basis  of  the  following:

               (a)     Authorization  and  Delivery.  This Warrant has been duly
                       ----------------------------
authorized  and executed by the Company and when delivered will be the valid and
binding  obligation  of  the  Company  enforceable in accordance with its terms;

               (b)     No  Inconsistency.  The  execution  and  delivery of this
                       -----------------
Warrant are not, and the issuance of the shares of Common Stock upon exercise of
this  Warrant in accordance with the terms hereof will not be, inconsistent with
the  Company's  Certificate  of  Incorporation  or  by-laws, do not and will not
contravene  any  law,  governmental  rule  or  regulation,  judgment  or  order
applicable  to the Company, and do not and will not contravene any provision of,
or  constitute  a  default  under,  any  indenture,  mortgage, contract or other
instrument  of  which  the Company is a party or by which it is


                                        9
<PAGE>
bound  or  require  the  consent  or  approval  of, the giving of notice to, the
registration  with  the  taking  of any action in respect of or by, any Federal,
state  or  local  government  authority  or  agency  or  other  person.

          9.     Notices.  Any  notices  required or permitted to be given under
                 -------
the  terms of this Warrant shall be sent by certified or registered mail (return
receipt  requested)  or  delivered  personally  or  by  courier  or by confirmed
telecopy,  and  shall  be effective five days after being placed in the mail, if
mailed,  or  upon  receipt  or refusal of receipt, if delivered personally or by
courier,  or  by  confirmed  telecopy,  in  each case addressed to a party.  The
addresses  for  such  communications  shall  be:

                        If  to  the  Company:

                        Measurement  Specialties,  Inc.
                        710  Route  46  East
                        Suite  206
                        Fairfield,  NJ  07004
                        Telephone:  973-808-1819
                        Facsimile:   973-808-1787
                        Attention:  John  Hopkins

                        If  to  the  Holder:
                        Four  Corners  Capital  Partners,  LP
                        13355  Noel  Road  #1825
                        Dallas,  TX  75240
                        Telephone:
                        Facsimile:
                        Attention:  Frank  Guidone

     If  to  the  holder,  at such address as such holder shall have provided in
writing  to  the  Company,  or at such other address as such holder furnishes by
notice  given  in  accordance  with  this  Section  10.

          10.     Governing  Law;  Jurisdiction.  This Warrant shall be governed
                  -----------------------------
by  and  construed  in accordance with the laws of the State of New Jersey.  The
Company  irrevocably  consents  to the jurisdiction of the United States federal
courts  and state courts located in the County of Essex, State of New Jersey, in
any  suit  or  proceeding based on or arising under this Warrant and irrevocably
agrees  that  all claims in respect of such suit or proceeding may be determined
in  such  courts.  The Company irrevocably waives any objection to the laying of
venue  and  the defense of an inconvenient forum to the maintenance of such suit
or  proceeding.  The  Company  further  agrees  that service of process upon the
Company  mailed by certified or registered mail shall be deemed in every respect
effective  service  of  process upon the Company in any such suit or proceeding.
Nothing  herein  shall  affect  the holder's right to serve process in any other


                                       10
<PAGE>
manner  permitted  by  law.  The  Company  agrees  that  a  final non-appealable
judgment  in any such suit or proceeding shall be conclusive and may be enforced
in  other  jurisdictions by suit on such judgment or in any other lawful manner.

          11.   Miscellaneous.
                -------------

               (a)     Amendments.  This  Warrant  and  any provision hereof may
                       ----------
only be amended by an instrument in writing signed by the Company and the holder
hereof.

               (b)     Descriptive  Headings.  The  descriptive  headings of the
                       ---------------------
several  Sections  of  this Warrant are inserted for purposes of reference only,
and  shall  not  affect  the  meaning  or  construction of any of the provisions
hereof.

               (c)     Cashless  Exercise.  To  the  extent  vested  pursuant to
                       ------------------
Section  2 hereof, this Warrant may be exercised at any time during the Exercise
Period  by  presentation  and  surrender  of  this Warrant to the Company at its
principal  executive  offices with a written notice of the holder's intention to
effect  a  cashless exercise, including a calculation of the number of shares of
Common Stock to be issued upon such exercise in accordance with the terms hereof
(a "Cashless Exercise").  In the event of a Cashless Exercise, in lieu of paying
the  Exercise  Price  in  cash, the holder shall surrender this Warrant for that
number of shares of Common Stock determined by multiplying the number of Warrant
Shares  to  which it would otherwise be entitled by a fraction, the numerator of
which  shall be the difference between the then current Market Price (as defined
below)  of  a share of the Common Stock on the date of exercise and the Exercise
Price,  and  the denominator of which shall be the then current Market Price per
share  of  Common  Stock.  For  purposes of this Section 11(c), the term "MARKET
PRICE"  means  the  average  closing  price  of  a  share  of  Common Stock on a
nationally  recognized  stock  exchange  for the five trading days preceding the
date  of  exercise  of  this  Warrant.

               (d)     Business  Day.  For  purposes  of  this Warrant, the term
                       -------------
"BUSINESS  DAY" means any day, other than a Saturday or Sunday or a day on which
banking  institutions  in  the  State of New York are authorized or obligated by
law,  regulation  or  executive  order  to  close.


                                       11
<PAGE>
          IN  WITNESS  WHEREOF, the Company has caused this Warrant to be signed
by  its  duly  authorized  officer.

                                    MEASUREMENT  SPECIALTIES,  INC.

                                    By:   /s/  John  P.  Hopkins
                                          ----------------------
                                          John  Hopkins
                                          Vice President and Chief Financial
                                          Officer


                                       12
<PAGE>
                           FORM OF EXERCISE AGREEMENT
         (TO BE EXECUTED BY THE HOLDER IN ORDER TO EXERCISE THE WARRANT)


To: Measurement Specialties, Inc.
710  Route 46 East
Suite 206
Fairfield, NJ 07004

Attention: John Hopkins

          The  undersigned  hereby  irrevocably  exercises the right to purchase
________  shares  of  the  Common  Stock  of  Measurement  Specialties,  Inc., a
corporation organized under the laws of the State of New Jersey (the "COMPANY"),
evidenced  by  the attached Warrant, and herewith [makes payment of the Exercise
Price  with  respect  to  ____  shares][elects to effect a Cashless Exercise (as
defined  in  Section  11(c)  of  such  Warrant)],  all  in  accordance  with the
conditions  and  provisions  of  said  Warrant.

          The  undersigned  agrees  not  to  offer,  sell, transfer or otherwise
dispose  of  any  Common Stock obtained on exercise of the Warrant, except under
circumstances that will not result in a violation of the Securities Act of 1933,
as  amended,  or any state securities laws. The undersigned hereby requests that
the  Company  cause  its  transfer agent to issue and deliver to the undersigned
physical  certificates  representing  such  shares  of  Common  Stock.

          The  undersigned  requests that a Warrant representing any unexercised
portion hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered  to  the  undersigned  at  the  address  set  forth  below:

Dated:_________________            _____________________________________
                                   Signature  of  Holder

                                   _____________________________________
                                   Name  of  Holder  (Print)

                                   Address:

                                   _____________________________________

                                   _____________________________________

                                   _____________________________________


                                       13
<PAGE>
                               FORM OF ASSIGNMENT


          FOR  VALUE  RECEIVED,  the  undersigned  hereby  sells,  assigns,  and
transfers  all  the  rights  of  the  undersigned under the within Warrant, with
respect to the number of shares of Common Stock covered thereby set forth herein
below,  to:


     Name  of  Assignee               Address          No.  of  Shares
     ------------------               -------          ---------------



          ,  and  hereby  irrevocably  constitutes  and  appoints
_____________________________________  as agent and attorney-in-fact to transfer
said  Warrant  on  the books of the within-named corporation, with full power of
substitution  in  the  premises.

     Dated:  _____________________,  ____

     In  the  presence  of

     __________________

                                     Name: _____________________________________

                                     Signature: ________________________________

                                     Title of Signing Officer or Agent (if any):

                                     ___________________________________________

                                     Address: __________________________________


                                     Note: The above signature should correspond
                                     exactly with the name on the face of the
                                     within  Warrant


                                       14
<PAGE>