AGREEMENT AND PLAN OF MERGER



                                      Among



                               LECROY CORPORATION,



                         COBALT ACQUISITION CORPORATION



                                       and



                     COMPUTER ACCESS TECHNOLOGY CORPORATION



                          Dated as of September 1, 2004



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      AGREEMENT  AND  PLAN OF  MERGER,  dated  as of  September  1,  2004  (this

"Agreement"),  among  LeCroy  Corporation,  a Delaware  corporation  ("Parent"),

Cobalt  Acquisition  Corporation,   a  Delaware  corporation  and  wholly  owned

subsidiary  of Parent  ("Merger  Subsidiary"),  and Computer  Access  Technology

Corporation, a Delaware corporation (the "Company").



      WHEREAS,  the respective Boards of Directors of Parent,  Merger Subsidiary

and the Company have  approved  and declared  advisable  this  Agreement,  which

contemplates the merger of Merger  Subsidiary with and into the Company,  as set

forth below (the "Merger"),  in accordance  with the General  Corporation Law of

the  State of  Delaware  (the  "DGCL")  and upon the terms  and  subject  to the

conditions set forth in this Agreement;



      WHEREAS,  upon the consummation of the Merger, each issued and outstanding

share (each a "Share" and,  collectively,  the "Shares") of the Company's common

stock, par value $0.001 per share (the "Common  Stock"),  will be converted into

the right to receive $6.00 per Share in cash (without  interest) (the "Per Share

Amount") upon the terms and subject to the  limitations  and  conditions of this

Agreement;



      WHEREAS,  the Board of Directors of the Company is  recommending  that the

Company's stockholders approve this Agreement and the Merger;



      WHEREAS, certain stockholders of the Company have entered into Stockholder

Voting Agreements  (each, a "Voting  Agreement" and,  collectively,  the "Voting

Agreements")  with  Parent and Merger  Subsidiary  providing  for,  among  other

things,  the agreement of such  stockholders to vote all Shares owned by them in

favor of the Merger  and this  Agreement,  subject  to the terms and  conditions

stated therein; and



      WHEREAS,  Parent, Merger Subsidiary and the Company desire to make certain

representations, warranties and agreements in connection with the Merger and the

other  transactions  contemplated  by this  Agreement  and to prescribe  various

conditions  to the  Merger  and  the  other  transactions  contemplated  by this

Agreement.



      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants

and agreements herein contained, the receipt and sufficiency of which are hereby

acknowledged,   and  intending  to  be  legally  bound  hereby,  Parent,  Merger

Subsidiary and the Company hereby agree as follows:



                                    ARTICLE I



                                   THE MERGER



      SECTION 1.01. The Merger. Upon the terms and subject to the conditions set

forth herein, and in accordance with the DGCL, at the Effective Time (as defined

below), Merger Subsidiary shall be merged with and into the Company. As a result

of the Merger,



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the separate  corporate  existence  of Merger  Subsidiary  shall cease,  and the

Company  shall  continue  as  the  surviving  corporation  of  the  Merger  (the

"Surviving Corporation").



      SECTION 1.02.  Effective Time;  Closing.  As promptly as practicable after

the  satisfaction  or, if  permissible,  waiver of the  conditions  set forth in

Article VII hereof,  the parties hereto shall cause the Merger to be consummated

by filing a certificate of merger,  substantially in the form attached hereto as

Exhibit 1.02 (the  "Certificate of Merger"),  with the Secretary of State of the

State of Delaware,  in such form as is required  by, and executed in  accordance

with, the relevant  provisions of the DGCL. The term "Effective  Time" means the

date and time of the filing of the  Certificate  of Merger with the Secretary of

State of the State of  Delaware  (or such later time as may be agreed by each of

the parties  hereto and  specified in the  Certificate  of Merger).  Immediately

prior to the filing of the Certificate of Merger,  a closing will be held at the

offices of Fish & Richardson P.C. at 225 Franklin Street,  Boston, MA 02110-2804

(or at such other time and place as the parties may agree).



      SECTION 1.03.  Effect of the Merger.  At the Effective Time, the effect of

the  Merger  shall be as  provided  in the  applicable  provisions  of the DGCL.

Without limiting the generality of the foregoing,  and subject  thereto,  at the

Effective Time, all the property, rights,  privileges,  powers and franchises of

each  of  the  Company  and  Merger  Subsidiary  shall  vest  in  the  Surviving

Corporation,  and all debts, liabilities,  obligations and duties of each of the

Company and Merger Subsidiary shall become the debts,  liabilities,  obligations

and duties of the Surviving Corporation.



      SECTION 1.04. Certificate of Incorporation; By-laws.



      (a) At the Effective Time, the Certificate of Incorporation of the Company

as in effect immediately prior to the Effective Time shall be the Certificate of

Incorporation of the Surviving  Corporation and shall be amended and restated to

read substantially as set forth on Exhibit 1.04 hereto.



      (b) At the Effective  Time, the By-laws of Merger  Subsidiary as in effect

immediately  prior to the Effective Time,  shall be the By-laws of the Surviving

Corporation  unless and until thereafter  amended as provided by Law (as defined

in Section 3.05(a)  hereof),  the Certificate of  Incorporation of the Surviving

Corporation and/or such By-laws.



      SECTION 1.05.  Directors and Officers.  The directors of Merger Subsidiary

immediately  prior to the Effective  Time shall be the initial  directors of the

Surviving Corporation, each to hold office in accordance with the Certificate of

Incorporation and By-laws of the Surviving Corporation,  and the officers of the

Company immediately prior to the Effective Time shall be the initial officers of

the Surviving  Corporation,  in each case until their respective  successors are

duly elected or appointed and qualified and/or additional persons are selected.



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                                   ARTICLE II



               CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES



      SECTION 2.01.  Conversion Of Securities.  At the Effective Time, by virtue

of the Merger and  without any action on the part of Merger  Subsidiary,  Parent

the Company or the holders of any of the following securities:



      (a) Each Share issued and outstanding  immediately  prior to the Effective

Time (other than any Shares to be canceled  pursuant to Section  2.01(b)  hereof

and other than Dissenting  Shares (as defined in Section 2.01(e)  hereof)) shall

be  converted  into the right to receive the Per Share  Amount in cash,  without

interest (the aggregate cash amount paid pursuant to this Section  2.01(a) being

hereinafter referred to as the "Merger Consideration").



      (b) Each share of Common  Stock held in the  treasury  of the  Company and

each Share owned by Parent or any direct or indirect wholly owned  subsidiary of

Parent  or of the  Company  immediately  prior to the  Effective  Time  shall be

canceled and extinguished  without any conversion thereof,  and no payment shall

be made with respect thereto.



      (c) Each share of common stock of Merger Subsidiary issued and outstanding

immediately  prior to the  Effective  Time shall be  converted  into one validly

issued,  fully-paid  and  nonassessable  share of common stock of the  Surviving

Corporation.



      (d) The Shares outstanding  immediately prior to the Effective Time (other

than Shares to be canceled  pursuant to Section  2.01(b) hereof) shall no longer

be outstanding and shall automatically be canceled and shall cease to exist, and

each holder of a Certificate  (as defined in Section 2.02(b) hereof) shall cease

to have any rights with respect thereto,  except the right to receive,  for each

Share  represented  by such  Certificate,  a cash amount  equal to the Per Share

Amount,  without  interest,  or, if such holder is a Dissenting  Stockholder (as

defined in Section 2.01(e) hereof),  the rights, if any, afforded to such holder

under Section 262 of the DGCL.



      (e) Notwithstanding anything in this Agreement to the contrary, any Shares

held by a person who shall  have  properly  demanded  and  perfected  a right to

receive  payment of the fair value of such Shares (a  "Dissenting  Stockholder")

pursuant to Section 262 of the DGCL ("Dissenting Shares") shall not be converted

as described in Section 2.01(a) hereof,  unless such holder fails to comply with

the  provisions  of Section 262 of the DGCL or withdraws or otherwise  loses its

right to receive such fair value  payment.  If, after the Effective  Time,  such

Dissenting Stockholder fails to comply with the provisions of Section 262 of the

DGCL or  withdraws  or  otherwise  loses its right to  receive  such fair  value

payment,  such  Dissenting  Stockholder's  Shares shall no longer be  considered

Dissenting  Shares for the  purposes of this  Agreement  and shall  thereupon be

deemed to have been converted into and become exchangeable for, at the Effective

Time, the right to receive for



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each such Share,  in cash the Per Share Amount,  without  interest.  The Company

shall give Parent (i) prompt written notice of any demands to receive payment of

fair  value of  Shares  received  by the  Company  and (ii) the  opportunity  to

participate in and direct all  negotiations and proceedings with respect to such

demands.  The Company shall not,  without the prior  written  consent of Parent,

make any payment with respect to, settle, offer to settle or otherwise negotiate

any such demands.



      SECTION 2.02. Exchange of Certificates for Cash.



      (a) Exchange  Agent. As of the Effective  Time,  Parent shall deposit,  or

shall  cause to be  deposited,  with The Bank of New York or such  other bank or

trust  company as may be designated by Parent (the  "Exchange  Agent"),  for the

benefit of the holders of Shares,  for exchange in accordance  with this Article

II  through  the  Exchange  Agent,   the  Merger   Consideration   (such  Merger

Consideration,  together with any interest  earned  thereon,  being  hereinafter

referred to as the "Exchange  Fund") payable  pursuant to Section 2.01 hereof in

exchange  for  Shares.  The  Exchange  Agent  shall,   pursuant  to  irrevocable

instructions  given by Parent,  deliver the cash  (excluding any interest earned

thereon) out of the Exchange  Fund.  All  interest  earned on the Exchange  Fund

shall be payable to Parent.  Except as contemplated by this Section 2.02(a), the

Exchange Fund shall not be used for any other purpose.



      (b) Exchange Procedures. Parent shall cause the Exchange Agent to mail, as

promptly as  practicable  after the Effective  Time, to each holder of record of

(A) a certificate or certificates  which immediately prior to the Effective Time

represented Shares (the  "Certificates") or (B) uncertificated  shares of Common

Stock which  immediately  prior to the Effective  Time  represented  Shares (the

"Uncertificated  Shares") (i) a letter of transmittal  (which shall specify that

delivery  shall be  effected,  and risk of loss and title to such  Shares  shall

pass,  only  upon  proper  delivery  of  the  Certificates  or  transfer  of the

Uncertificated Shares to the Exchange Agent and shall be in customary form); and

(ii) instructions for effecting the surrender of the Certificates or transfer of

the Uncertificated  Shares in exchange for the appropriate portion of the Merger

Consideration.  Upon (x) surrender to the Exchange  Agent of a  Certificate  for

cancellation,  together with such letter of transmittal, duly executed, and such

other customary  documents as may be required  pursuant to such  instructions or

(y)  receipt  of an  "agent's  message"  by the  Exchange  Agent (or such  other

customary  evidence,  if any, of transfer the Exchange Agent may request) in the

case of a  book-entry  transfer  of  Uncertificated  Shares,  the holder of such

Certificate  or such  Uncertificated  Shares  shall be  entitled  to  receive in

exchange  therefor the amount in cash which such holder has the right to receive

pursuant to Section  2.01(a) hereof (after giving effect to any required Tax (as

defined in Section 9.03 hereof)  withholdings) in respect of the Shares formerly

represented by such Certificate or Uncertificated Shares, and the Certificate or

Uncertificated Shares so surrendered or transferred shall forthwith be canceled.

Parent shall use commercially  reasonable efforts to negotiate an agreement with

the Exchange  Agent which  provides that upon the holder of such  Certificate or

such Uncertificated  Shares becoming entitled to receive the payment referred to

in the previous sentence of this Section 2.02(b),  the Exchange Agent shall make

such payment to such holder within ten (10)



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business days thereafter.  No interest will be paid or will accrue on the amount

payable upon the surrender of any Certificate or transfer of any  Uncertificated

Shares.  In the  event  of a  transfer  of  ownership  of  Shares  which  is not

registered in the transfer records of the Company, the proper amount of cash may

be paid to a transferee if the Certificate representing such Shares is presented

to the Exchange  Agent,  accompanied  by all documents  required to evidence and

effect such transfer and by evidence that any  applicable  stock  transfer taxes

have been paid. Until surrendered or transferred as contemplated by this Section

2.02, each Certificate or Uncertificated Share shall be deemed at any time after

the Effective Time to represent only the right to receive,  upon such surrender,

the  appropriate  portion of the  Merger  Consideration  in respect of  Share(s)

formerly represented thereby.



      (c) No Further  Rights in Common Stock.  All cash paid upon  conversion of

the Shares in accordance with the terms hereof shall be deemed to have been paid

in full satisfaction of all rights pertaining to such Shares.



      (d)  Termination  of Exchange Fund. Any portion of the Exchange Fund which

remains undistributed to the holders of Shares outstanding  immediately prior to

the Effective  Time for one (1) year after the Effective Time shall be delivered

to Parent,  upon demand, and any holders of such Shares who have not theretofore

complied with this Article II shall  thereafter  look only to Parent for payment

of any cash to  which  they are  entitled.  Any  portion  of the  Exchange  Fund

remaining  unclaimed by such holders as of a date that is  immediately  prior to

such date as such amounts would  otherwise  escheat to or become the property of

any  Governmental  Authority (as defined in Section 9.03 hereof)  shall,  to the

extent  permitted by  applicable  Law,  become the property of Parent,  free and

clear of any claims or interest of any person previously entitled thereto.



      (e)  No  Liability.   Neither  Parent,   the  Company  nor  the  Surviving

Corporation  shall be liable to any holder of Shares for any cash delivered to a

Governmental  Authority pursuant to any abandoned  property,  escheat or similar

Law.



      (f) Lost, Stolen or Destroyed  Certificates.  In the event any Certificate

shall have been lost,  stolen or  destroyed,  upon the making of an affidavit of

that  fact by the  person  claiming  such  Certificate  to be  lost,  stolen  or

destroyed, and, if required by Parent or the Exchange Agent, the posting by such

person of a bond, in such reasonable  amount as Parent or the Exchange Agent may

direct as  indemnity  against any claim that may be made against it with respect

to such Certificate,  the Exchange Agent will deliver in exchange for such lost,

stolen  or  destroyed   Certificate  the  appropriate   portion  of  the  Merger

Consideration in respect thereof pursuant to this Article II.



      SECTION 2.03.  Stock  Transfer  Books.  At the Effective  Time,  the stock

transfer  books of the  Company  shall be closed  and there  shall be no further

registration of transfers of Shares  thereafter on the records of the Company or

the Surviving  Corporation.  From and after the Effective  Time,  the holders of

Certificates  shall  cease  to  have  any  rights  with  respect  to the  Shares

represented  thereby except as otherwise  provided herein or by Law. On or after

the Effective  Time,  any  Certificates  duly presented to the Exchange Agent or

Parent



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for any reason shall be  converted  into the amount of cash to which the holders

thereof are entitled pursuant to this Article II.



      SECTION 2.04. Stock Options; ESPP.



      (a) Disposition of Options.  All options to purchase  Company Common Stock

issued under the Company's 2000 Stock  Option/Stock  Issuance Plan, Special 2000

Stock Option Plan and 2000 Stock Incentive Plan  (collectively,  the "2000 Stock

Option Plans"), or under the Company's 1994 Stock Option Plan (together with the

2000 Stock Option  Plans,  the "Company  Stock  Option  Plans"),  whether or not

exercisable, whether or not vested, and whether or not performance-based,  which

are  outstanding  at the  Effective  Time  (each a "Company  Option"),  shall be

cancelled in the Merger,  or assumed by Parent in  accordance  with this Section

2.04,  subject to and in accordance  with the terms of such Company Stock Option

Plans.



      (b) Vested  2000 Option  Shares.  Each  Company  Option  issued  under the

Director  Automatic  Stock Option Grant Program  within the Company's 2000 Stock

Incentive Plan and  outstanding as of the effective Time shall be cancelled with

respect  to all of the  remaining  shares  subject  to such  Company  Options in

consideration of payment to the holder thereof of an amount equal to the excess,

if any, of the Per Share Amount over the exercise price otherwise payable by the

holder to acquire each  remaining  share of Company Common Stock subject to such

Company Options. Each other Company Option issued under the Company's 2000 Stock

Option Plans, and outstanding as of the Effective Time, to the extent vested and

exercisable immediately prior to the Effective Time for shares of Company Common

Stock  (together with the Company Options  described in the preceding  sentence,

the "Vested 2000 Option  Shares"),  shall, to the extent of each remaining share

of Company  Common  Stock  subject to such  Company  Options,  be  cancelled  in

consideration of payment to the holder thereof of an amount equal to the excess,

if any, of the Per Share Amount over the exercise price otherwise payable by the

holder to acquire such share;  provided,  that for purposes of this sentence any

accelerated  vesting or  exercisability  which will or might  otherwise arise by

reason of the  Merger  shall not be taken into  account.  For the  avoidance  of

doubt,  except for the Company Options described in the initial sentence of this

Section 2.04(b), Company Options issued and outstanding under the Company's 2000

Stock Options Plans which would become vested and  exercisable  by reason of the

transactions  contemplated by this Agreement if not assumed by Parent, are to be

assumed by Parent  pursuant to subsection  2.04(d) below and therefore  will not

become vested and exercisable  immediately prior to the Effective Time by reason

of the transaction contemplated by this Agreement. Vested 2000 Option Shares for

which the exercise price is greater than the Per Share Amount shall be cancelled

as of the Effective Time without payment of any  consideration  whatsoever.  All

payments  under this Section  2.04(b)  shall be made as promptly as  practicable

after the Effective Time.



      (c) Vested  1994 Option  Shares.  Each  Company  Option  issued  under the

Company's 1994 Stock Option Plan and  outstanding  as of the Effective  Time, to

the extent vested and  exercisable  immediately  prior to the Effective Time for

shares of Company  Common Stock (the "Vested 1994 Option  Shares"),  may, if the

holder so consents, to the



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extent of each such Vested 1994 Option Share, be cancelled in  consideration  of

payment to the holder  thereof of an amount equal to the excess,  if any, of the

Per Share  Amount over the  exercise  price  otherwise  payable by the holder to

acquire each such Vested 1994 Option Share; provided,  that for purposes of this

sentence any accelerated vesting or exercisability which will or might otherwise

arise by reason of the Merger shall not be taken into account. For the avoidance

of doubt,  Company Options issued and outstanding under the Company's 1994 Stock

Option  Plan  which  would  become  vested  and  exercisable  by  reason  of the

transactions  contemplated by this Agreement if not assumed by Parent, are to be

assumed by Parent  pursuant to subsection  2.04(d) below and therefore  will not

become vested and exercisable  immediately prior to the Effective Time by reason

of the  transactions  contemplated  by this  Agreement.  All payments under this

Section  2.04(c)  shall be made as promptly as  practicable  after the Effective

Time.



      (d) Other Option  Shares.  Each Company Option issued under the 2000 Stock

Option Plans and  outstanding  as of the  Effective  Time to the extent that any

shares of Company  Common Stock  subject to such  Company  Option are not Vested

2000 Option  Shares,  and each Company  Option issued and  outstanding as of the

Effective  Time under the  Company's  1994 Stock  Option  Plan to the extent not

otherwise  cancelled in consideration of payment pursuant to paragraph (c) above

(together  with  unvested  Company  Options  issued  under the 2000 Stock Option

Plans,  the  "Other  Option  Shares"),  shall  be  assumed  by  Parent  with the

adjustments  described herein, each such assumed option referred to herein as an

"Assumed Option", subject to the following terms and conditions:

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