EMPLOYMENT AGREEMENT





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

1st day of January, 2002 between LeCroy Corporation, a Delaware corporation (the

"Company"), and Thomas H. Reslewic of Highland Mills, NY (hereinafter, the

"Executive").



                  WHEREAS, the Executive is currently employed by the Company as

the President and is willing to serve in that capacity until January 2, 2002 and

thereafter in the capacities of President and Chief Executive Officer, and the

Company desires to retain the Executive in those capacities 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 capacities 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 forth

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

Directors (the "Board") of the Company.



         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. 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

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         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 Term, the Company shall pay to the Executive an aggregate base salary

(the "Base Salary") of $380,000. 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

         (the "Bonus") in the amount of $220,000. 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").



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

         Bonus Plan.



         2.3. BENEFITS. The Company shall provide to the Executive benefits that

are consistent with the benefits provided under the benefit plans, practices,

programs and policies of the Company (including without limitation continuation

of a car allowance, any existing compensation, stock option, profit sharing,

bonus, vacation, life insurance, health insurance, dental insurance, accidental

death or dismemberment, management incentive bonus and disability plans,

practices, programs or policies) in effect for its most senior employees from

time to time during the Term, but excluding the grant of additional stock

options.



                                    ARTICLE 3

                              TERM AND TERMINATION



         3.1. TERM. The term (the "Term") of this Agreement shall be for a

period commencing on January 2, 2002 and ending on January 2, 2003, and

continuing thereafter from year to year unless either party gives the other at

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