Exhibit 10.34

                 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
                 ----------------------------------------------

     THIS  THIRD  AMENDMENT  TO  LOAN  AND  SECURITY  AGREEMENT  (this  "THIRD
                                                                         -----
AMENDMENT"),  effective  as  of  the  6th  day  of  May,  2004,  is by and among
---------
MEASUREMENT  SPECIALTIES,  INC.,  a  New Jersey corporation ("MSI"), IC SENSORS,
                                                              ---
INC.,  a  California  corporation  ("IC,"  together  with  MSI, are collectively
                                     --
referred  to  herein  as  the "BORROWERS" and individually as a "BORROWER"), and
                               ---------                         --------
FLEET CAPITAL CORPORATION, a Rhode Island corporation ("LENDER").
                                                        ------

                              W I T N E S S E T H:

     WHEREAS, Borrowers and Lender are parties to that certain Loan and Security
Agreement  dated  as  of  January  31,  2003  (as  amended by that certain First
Amendment  to  Loan  and  Security Agreement dated as of March 28, 2003 and that
certain Second Amendment to Loan Agreement dated as of April 11, 2003, the "LOAN
                                                                            ----
AGREEMENT")  (unless otherwise defined herein, all capitalized terms used herein
---------
which  are defined in the Loan Agreement shall have the meaning given such terms
in  the  Loan  Agreement);  and

WHEREAS,  Borrowers have advised Lender that MSI intends to complete a corporate
restructuring  of  MSI's  foreign operations and more specifically to effect the
following  corporate restructuring transactions (collectively referred to herein
as  the  "ASIA  RESTRUCTURE"):
          -----------------

     A.   MSI forms and capitalizes a new, direct, wholly owned Subsidiary known
          as  Kenabell  Holding  Limited  that will be an international business
          company  incorporated  in  the  British  Virgin  Islands ("KENABELL");
                                                                     --------

     B.   MSI forms and capitalizes a new, direct, wholly owned Subsidiary known
          as  Measurement  Limited that will be an exempted company incorporated
          in  the  Cayman  Islands  ("ML-CAYMAN");
                                      ---------

     C.   MSI contributes all of the Equity of ML-Cayman to Kenabell;

     D.   MSI  transfers  all  of  the  Equity of Measurement Limited, a company
          organized  under the laws of the Peoples Republic of China (Hong Kong)
          ("ML-HONG KONG"), to Kenabell in exchange for the issuance by Kenabell
            ------------
          of  additional  Equity;

     E.   MSI  files,  or  causes  to  be  filed,  "check-the-box" elections for
          ML-Hong  Kong  and ML-Cayman to be treated as branches of Kenabell for
          United  States  tax  purposes;

     F.   ML-Hong  Kong  sells  certain  assets to ML-Cayman in exchange for the
          issuance  by ML-Cayman of an unsecured demand note in favor of ML-Hong
          Kong  in  an  amount  determined  by  the valuation of the assets sold
          ("ML-NOTE");
            -------

     G.   ML-Hong  Kong  distributes  the  ML-Note  to  Kenabell;


                                                                               1
<PAGE>
     H.   Kenabell  contributes the ML-Note to the paid-in capital of ML-Cayman;
          and

     WHEREAS,  after  giving  effect to the Asia Restructure, the organizational
structure  of  the  Borrowers and Subsidiaries will be as set forth on Exhibit A
hereto  (the  "POST-CONSUMMATION  ORGANIZATIONAL  STRUCTURE  CHART");  and
               ---------------------------------------------------

     WHEREAS,  Borrowers  have  requested  that  Lender  (a) consent to the Asia
Restructure  and  waive  any  Default  or Event of Default which would otherwise
arise  or  have  arisen  solely  as  a  result  thereof,  and  (b) amend certain
provisions  of  the  Loan  Agreement  in  connection  with the Asia Restructure.

     NOW  THEREFORE,  for  and  in  consideration  of  the  mutual covenants and
agreements  herein  contained  and  other  good  and valuable consideration, the
receipt  and  sufficiency  of  which  are  hereby  acknowledged  and  confessed,
Borrowers  and  Lender  hereby  agree  as  follows:

     SECTION  1     AMENDMENTS  TO  THE  LOAN  AGREEMENT.  In  reliance  on  the
                    ------------------------------------
representations,  warranties,  covenants  and agreements contained in this Third
Amendment, and subject to the satisfaction of each condition precedent contained
in  Section  5  of  this  Third  Amendment,  the Loan Agreement shall be amended
    ----------
effective as of the date hereof in the manner provided in this Section 1.

          1.1     ADDITIONAL DEFINITIONS. Appendix A of the Loan Agreement shall
                  ----------------------
be  amended  to  add  thereto in alphabetical order the following defined terms:

               KENABELL  -  Kenabell  Holding Limited, an international business
               --------
     company incorporated in the British Virgin Islands.

               ML-CAYMAN - Measurement Limited, an exempted company incorporated
               ---------
     in the Cayman Islands.

               ML-HONG  KONG  - Measurement Limited, a company existing and duly
               -------------
     organized under the laws of the Peoples Republic of China (Hong Kong).

          1.2     AMENDMENT  TO  SECTION  8.2(G) OF THE LOAN AGREEMENT.  Section
                  ----------------------------------------------------
8.2(g)  of  the  Loan Agreement shall be amended and restated in full to read as
follows:

               (g)     DISTRIBUTIONS.  Declare or make, or permit any Subsidiary
                       -------------
     of  any  Borrower  to  declare  or  make,  any Distributions except (i) any
     Distribution  to  a  Borrower,  (ii)  any  Distribution  from  Jingliang
     Electronics  (Shenzhen)  Co.,  Ltd.,  a company existing and duly organized
     under  the  laws of the Peoples Republic of China ("JINGLIANG"), to ML-Hong
                                                         ---------
     Kong,  (iii)  any  Distribution from ML-Hong Kong to Kenabell, and (iv) any
     Distribution  from  ML-Cayman  to  Kenabell.

     SECTION  2     LIMITED  CONSENT.  In  reliance  on  the  representation,
                    ----------------
warranties,  covenants  and  agreements  contained  in this Third Amendment, and
subject  to  the  limitations  set  forth  herein  and  the satisfaction of each
condition  precedent  contained  in  Section  3  of this Third Amendment, Lender
                                     ----------
hereby  consents  to  and  waives  any  Default  or Event of Default which would
otherwise  arise  or  have  arisen  solely  as a result of the Asia Restructure.
Borrowers  hereby


                                                                               2
<PAGE>
acknowledge  that  the consent and waiver herein contained is a limited one-time
event,  and  nothing  contained  herein  shall  obligate  Lender  to  grant  any
additional  or  future  consent  or  waiver.

     SECTION  3     RELEASE  OF  PLEDGE  OF  EQUITY OF ML HONG KONG.   As of the
                    -----------------------------------------------
effective  Date  hereof,  Lender hereby releases the pledge by MSI of any of its
Equity  in  ML Hong Kong and will execute and deliver to MSI a form of discharge
of  that  certain  Mortgage of Shares dated January 31, 2003 entered into by MSI
and  any  other  documents  regarding  the  release  of  such  pledge as MSI may
reasonably  request.

     SECTION  4     KENABELL  DELIVERIES.  By  May  17,  2004  Borrowers  shall
                    --------------------
deliver,  or  cause  to  be  delivered,  to  Lender  (1) certificates evidencing
sixty-five  percent  (65%)  of  the  issued  and outstanding Equity of Kenabell,
together  with  stock  powers  duly executed in blank, (2) evidence, in form and
substance  satisfactory to Lender, that the Lien of Lender on sixty-five percent
(65%)  of  the issued and outstanding Equity of Kenabell granted pursuant to the
Loan  Agreement  has  been  recorded  in the share register of Kenabell, and (3)
certificates  of  authorized  officers  of  Kenabell,  certified  copies  of the
certificate  of  incorporation,  memorandum  of  association  and  articles  of
associates  of  Kenabell,  certified  copies  of  resolutions  of  the  board of
directors  or  applicable  governing  body of Kenabell and such other documents,
instruments  and  agreements  as  Lender  shall  require  to  evidence the valid
corporate  existence and authority to conduct business of Kenabell and any other
legal  matters  relating  to Kenabell, all in form and substance satisfactory to
Lender  and  its  counsel.  Borrowers  acknowledge  and  agree that a failure to
deliver  each  of  the foregoing deliveries by May 17, 2004 shall constitute and
immediate  Event  of  Default  under  the  Loan  Agreement  without  notice  or
opportunity  to  cure.

     SECTION  5     CONDITIONS PRECEDENT. The effectiveness of the amendments to
                    --------------------
the  Loan  Agreement  contained in Section 1 hereof and the consent contained in
                                   ---------
Section  2  hereof  is  subject  to  the  satisfaction  of each of the following
----------
conditions  precedent:

          5.1     OFFICER'S CERTIFICATE, ETC.  Borrowers shall have delivered to
                  --------------------------
Lender  such  certificates  of  authorized  officers of MSI, certified copies of
resolutions  of  the  directors  of  such  Borrower  and  such  other documents,
instruments  and  agreements  as  Lender  shall  require  to  evidence  the  due
authorization,  execution  and  delivery  of this Third Amendment, any documents
related to the Asia Restructure and any other legal matters relating to the Asia
Restructure  entered  into  by  MSI,  all  in form and substance satisfactory to
Lender  and  its  counsel.

          5.2     ABSENCE  OF  DEFAULTS.  No Default or Event of Default exists.
                  ---------------------

          5.3     REPRESENTATIONS  AND  WARRANTIES.  Each  representation  and
                  --------------------------------
warranty  contained  in  Section  6  hereof  is true and correct in all material
                         ----------
respects.

     SECTION 6     REPRESENTATIONS AND WARRANTIES.  In order to induce Lender to
                   ------------------------------
enter  into  this  Third  Amendment,  each Borrower hereby jointly and severally
represents  and  warrants  to  Lender  that:

          6.1     ACCURACY  OF  REPRESENTATIONS  AND  WARRANTIES.  Each
                  ----------------------------------------------
representation  and warranty of such Borrower contained in the Loan Documents is
true  and  correct in all material respects as of the date hereof (except to the
extent  that  such  representations  and  warranties  are


                                                                               3
<PAGE>
expressly  made as of a particular date, in which event such representations and
warranties  were  true  and  correct  as  of  such  date).

          6.2     DUEAUTHORIZATION,  NO  CONFLICTS.  The execution, delivery and
                  --------------------------------
performance by Borrowers of this Third Amendment are within Borrowers' corporate
powers,  have  been duly authorized by necessary action, require no action by or
in  respect of, or filing with, any governmental body, agency or official and do
not violate or constitute a default under any provision of applicable law or any
material  agreement  binding  upon any Borrower or any of their Subsidiaries, or
result  in  the creation or imposition of any Lien upon any of the assets of any
Borrower  or  any  of  their  Subsidiaries  except  for  Permitted  Liens.

          6.3     VALIDITY AND BINDING EFFECT.  This Third Amendment constitutes
                  ---------------------------
the  valid  and  binding obligations of Borrowers enforceable in accordance with
its  terms,  except  as the enforceability thereof may be limited by bankruptcy,
insolvency  or  similar  laws  affecting  creditor's  rights  generally, and the
availability  of  equitable  remedies  may be limited by equitable principles of
general  application.

          6.4     ABSENCE  OF  DEFAULTS.  Neither  a  Default  nor  an  Event of
                  ---------------------
Default  has  occurred  which  is  continuing.

          6.5     NODEFENSE.  Borrowers  have  no  defenses  to  payment,
                  ---------
counterclaims  or  rights of set-off with respect to the Obligations on the date
hereof.

          6.6     REVIEWAND  CONSTRUCTION  OF DOCUMENTS.  Each Borrower  has had
                  -------------------------------------
the  opportunity  to  consult  with legal counsel of its own choice and has been
afforded  an  opportunity to review this Third Amendment with its legal counsel,
has  reviewed this Third Amendment and fully understands the effects thereof and
all  terms  and  provisions  contained  herein,  and  has  executed  this  Third
Amendment  of  its  own  free  will  and  volition.  Furthermore,  each Borrower
acknowledges  that  (i)  this  Third  Amendment shall be construed as if jointly
drafted  by  Borrowers and Lender, and (ii) the recitals contained in this Third
Amendment shall be construed to be part of the operative terms and provisions of
this  Third  Amendment.

     SECTION  7     MISCELLANEOUS.
                    -------------

          7.1     LOAN  DOCUMENT.  This  Third  Amendment is a Loan Document for
                  --------------
all  purposes  of  the  Loan  Agreement  and  the  other  Loan  Documents.

          7.2     REAFFIRMATION  OF LOAN DOCUMENTS; EXTENSION OF LIENS.  Any and
                  ----------------------------------------------------
all  of  the  terms  and  provisions  of  the  Loan Agreement and the other Loan
Documents shall, except as amended and modified hereby, remain in full force and
effect.  Borrowers  hereby reaffirm the Liens securing the Obligations until the
Obligations  have  been  paid  in  full,  and  agree  that  the  amendments  and
modifications  herein  contained  shall  in  no  manner  affect  or  impair  the
Obligations  or  the  Liens  securing  payment  and  performance  thereof.

          7.3     PARTIES  IN INTEREST.  All of the terms and provisions of this
                  --------------------
Third  Amendment  shall  bind and inure to the benefit of the parties hereto and
their  respective  successors  and  assigns.


                                                                               4
<PAGE>
          7.4     LEGAL  EXPENSES.  Borrowers  hereby agree to pay on demand all
                  ---------------
reasonable  fees  and  expenses  of  counsel  to  Lender  incurred  by Lender in
connection  with  the  preparation,  negotiation  and  execution  of  this Third
Amendment  and  all  related  documents.

          7.5     COUNTERPARTS.  This  Third  Amendment  may  be  executed  in
                  ------------
counterparts, and all parties need not execute the same counterpart; however, no
party shall be bound by this Third Amendment until this Third Amendment has been
executed  by  Borrowers  and  Lender at which time this Third Amendment shall be
binding  on,  enforceable  against  and  inure  to  the benefit of Borrowers and
Lender.  Facsimiles  shall  be  effective  as  originals.

          7.6     COMPLETE  AGREEMENT.  THIS THIRD AMENDMENT, THE LOAN AGREEMENT
                  -------------------
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS
OF  THE  PARTIES.  THERE  ARE  NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

          7.7     HEADINGS.  The  headings,  captions  and  arrangements used in
                  --------
this  Third  Amendment are, unless specified otherwise, for convenience only and
shall  not  be  deemed  to  limit,  amplify  or  modify  the terms of this Third
Amendment,  nor  affect  the  meaning  thereof.

          7.8     NO IMPLIED WAIVERS.  No failure or delay on the part of Lender
                  ------------------
in  exercising,  and  no  course of dealing with respect to, any right, power or
privilege  under  this  Third  Amendment,  the  Loan Agreement or any other Loan
Document  shall  operate  as  a  waiver thereof, nor shall any single or partial
exercise  of  any right, power or privilege under this Third Amendment, the Loan
Agreement  or  any  other  Loan  Document preclude any other or further exercise
thereof  or  the  exercise  of  any  other  right,  power  or  privilege.

          7.9     ARMS-LENGTH/GOOD  FAITH.  This  Third  Amendment  has  been
                  -----------------------
negotiated  at  arms-length  and  in  good  faith  by  the  parties  hereto.

          7.10     INTERPRETATION.  Wherever  the  context  hereof  shall  so
                   --------------
require,  the  singular  shall  include  the  plural, the masculine gender shall
include  the  feminine  gender  and  the  neuter  and vice versa.  The headings,
captions  and arrangements used in this Third Amendment are for convenience only
and  shall  not  affect  the  interpretation  of  this  Third  Amendment.

          7.11     SEVERABILITY.  In  case  any  one  or  more of the provisions
                   ------------
contained  in  this  Third Amendment shall for any reason be held to be invalid,
illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality, or
unenforceability  shall  not  affect  any other provision hereof, and this Third
Amendment  shall  be  construed  as  if  such invalid, illegal, or unenforceable
provision  had  never  been  contained  herein.

          7.12     FURTHER  ASSURANCES.  Each  Borrower  agrees  to  execute,
                   -------------------
acknowledge, deliver, file and record such further certificates, instruments and
documents, and to do all other acts and things, as may be requested by Lender as
necessary  or  advisable  to  carry  out  the intents and purposes of this Third
Amendment.


                                                                               5
<PAGE>
          7.13     WAIVERS  BY BORROWERS.  BORROWERS JOINTLY AND SEVERALLY WAIVE
                   ---------------------
THE  RIGHT  TO  TRIAL  BY  JURY (WHICH LENDER HEREBY ALSO WAIVES) IN ANY ACTION,
SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF
THE  LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL;  PRESENTMENT, DEMAND AND
PROTEST  AND  NOTICE  OF  PRESENTMENT,  PROTEST, DEFAULT, NON PAYMENT, MATURITY,
RELEASE,  COMPROMISE,  SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL
PAPER,  ACCOUNTS,  CONTRACT  RIGHTS,  DOCUMENTS,  INSTRUMENTS, CHATTEL PAPER AND
GUARANTIES  AT  ANY  TIME  HELD  BY  LENDER ON WHICH BORROWERS MAY IN ANY WAY BE
LIABLE  AND  HEREBY  RATIFY  AND  CONFIRM WHATEVER LENDER MAY DO IN THIS REGARD;
NOTICE  PRIOR  TO  TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR
SECURITY  WHICH  MIGHT  BE  REQUIRED  BY  ANY  COURT PRIOR TO ALLOWING LENDER TO
EXERCISE  ANY  OF LENDER'S REMEDIES;  THE BENEFIT OF ALL VALUATION, APPRAISEMENT
AND  EXEMPTION  LAWS;  NOTICE OF ACCEPTANCE HEREOF; AND  EXCEPT AS PROHIBITED BY
LAW,  ANY  RIGHT  TO  CLAIM  OR  RECOVER  ANY  SPECIAL,  EXEMPLARY  OR PUNITIVE.
BORROWERS  ACKNOWLEDGE  THAT  THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO
LENDER'S  ENTERING INTO THIS THIRD AMENDMENT AND THAT LENDER IS RELYING UPON THE
FOREGOING  WAIVERS IN ITS FUTURE DEALINGS WITH BORROWERS.  BORROWERS JOINTLY AND
SEVERALLY  WARRANT  AND  REPRESENT THAT THEY HAVE REVIEWED THE FOREGOING WAIVERS
WITH  THEIR  LEGAL  COUNSEL AND HAVE KNOWINGLY AND VOLUNTARILY WAIVED THEIR JURY
TRIAL  RIGHTS  FOLLOWING  CONSULTATION  WITH  LEGAL  COUNSEL.  IN  THE  EVENT OF
LITIGATION, THIS THIRD AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
THE  COURT.

                            [Signature Page Follows]


                                                                               6
<PAGE>
     IN  WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be  duly  executed  by their respective authorized officers on the date and year
first  above  written.


BORROWERS:


MEASUREMENT SPECIALTIES, INC.



By:  /s/  Frank  Guidone
   ---------------------
     Name:  Frank Guidone
     Title: CEO


IC SENSORS, INC.



By:  /s/  Frank  Guidone_
   ---------------------
     Name:  Frank Guidone
     Title: CEO



LENDER:


FLEET CAPITAL CORPORATION



By:  /s/  Joy  L.  Bartholomew
   ---------------------------
          Joy  L.  Bartholomew
          Senior Vice President


<PAGE>