EMPLOYMENT AGREEMENT





                  This EMPLOYMENT AGREEMENT (the "Agreement") is made as of this

1st day of September, 2004 between LeCroy Corporation, a Delaware corporation

(the "Company"), and Carmine Napolitano of 1020 Camino Pablo, San Jose,

California (hereinafter, the "Executive").



                  WHEREAS, this Agreement is being entered into in connection

with the merger (the "Merger") of a wholly owned subsidiary of the Company into

Computer Access Technology Corporation, a Delaware corporation ("CATC") and is

effective upon the consummation of such Merger.



                  WHEREAS, the Executive has accepted employment with the

Company and is willing to serve in the capacity of its Vice President of the

Company and President of the Company's subsidiary, CATC, and the Company desires

to retain the Executive in that capacity on the terms and conditions herein set

forth;



                  WHEREAS, the Company and the Executive acknowledge that the

compensation and benefits payable hereunder are reasonable with regard to all of

the circumstances of the Executive's employment with the Company and the

Executive's ongoing employment with the Company;



                  NOW, THEREFORE, in consideration of the covenants and

agreements hereinafter set forth and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereby

agree as follows:



                                    ARTICLE 1

                                   EMPLOYMENT



         1.1.  Employment and Position. Effective as of the beginning of

the Term (as defined in section 3.1 herein) and continuing for the Term, the

Company hereby agrees to employ the Executive in the capacity set forth above,

and the Executive hereby accepts such employment, all on and pursuant to the

terms and conditions set forth herein.



         1.2.  Duties and Responsibilities. The Executive shall have and

perform such duties and responsibilities as are associated with the office set







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forth above and as may be conferred upon him from time to time by the Board of

Directors of the Company (the "Board") or its designee.



         1.3.  Full Time and Attention. The Executive shall well and

faithfully serve the Company and its subsidiaries and shall devote his full time

and attention to the business and affairs of the Company and its subsidiaries

and the performance of his duties and responsibilities hereunder; however,

notwithstanding the foregoing, the Executive may participate in other secondary

and non-competitive business ventures and activities from time to time which do

not interfere with his duties and responsibilities hereunder.



         1.4.  Prohibited Interests. During the Term, neither the Executive

nor any member of his immediate family shall purchase or hold an interest in any

company doing business with the Company (other than as a customer of the

Company) or competing with the Company. Notwithstanding this prohibition,

Executive and/or his family may hold a 1% or lesser interest in publicly traded

stock, and may hold such other interests as the Company may, in its discretion,

consent to in advance and in writing.



                                    ARTICLE 2

                            REMUNERATION AND BENEFITS



         2.1.  Annual Base Salary. From the commencement of the Term until

the end of the current fiscal year, the Company shall pay to the Executive a

Base Salary at the rate of $250,000 per year. Executive's Base Salary shall be

re-evaluated annually and may be increased, but not decreased, as determined by

the Board or its designee (the Base Salary, as it may be in effect from time to

time, shall be the "Base Salary"). The Base Salary shall be payable in such

regular installments as the Company may pay its senior employees from time to

time. All compensation payable to Executive by Company shall be reduced by such

amounts as are required by law.



         2.2.     Bonus.



                  (a)  From the commencement of the Term until the end of

         the current fiscal year, Executive shall be eligible for a target bonus

         in the amount of $150,000. Executive's target bonus amount shall be

         re-evaluated from time to time by the Board or its designee coincident

         with the review of the target bonus amounts of other members of senior

         management pursuant to the Company's bonus plan for senior employees

         ("Bonus Plan").



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                  (b)  The Bonus shall be payable pursuant to the terms of

         the Bonus Plan.



         2.3.     Benefits.



                  (a) Effective on the date the Executive's employment with the

         Company commences, the Company shall grant Executive a restricted stock

         grant to purchase 50,000 shares of Company stock at the fair market

         value on the date of grant. The option shall be subject to the terms

         and conditions of the Company's 2003 Stock Incentive Plan. The option

         shall vest 100% on the fourth anniversary of the date Executive

         commenced employment. Notwithstanding any provision of this Agreement

         or of any stock option plan to the contrary, the unvested portion of

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