This paper argues that Basque non-agreeing quantifiers are conceptually measures and that measures head their own functional projection in the expanded structure of the Noun Phrase. This functional projection is placed in-between the Classifier Phrase (where division occurs) and the Number Phrase (where counting occurs), following Borer (2005). The distinction we make between the measuring field (in Measure Phrase position) and the counting field (in NumP position) affects referentiality; in fact, agreement and reference only become relevant upon reaching NumP -not before that position, i.e. not in Measure Phrase position. We also show that non-agreeing quantifiers are sensitive to the nature of the predicates they associate with.