EMPLOYMENT AGREEMENT



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

13th day of August, 2001 between LeCroy Corporation, a Delaware corporation (the

"Company"), and Scott Bausback of Portland, Oregon (hereinafter, the

"Executive").



                  WHEREAS, the Executive has accepted employment with the

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

and Chief Operating Officer, 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 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

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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 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 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.



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

         Company commences, the Company shall grant Executive a stock option

         (which shall be an incentive stock option to the extent legally

         possible) to purchase 100,000 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 1993 Amended and Restated Stock

         Incentive Plan. The option shall vest as follows: 25% on the first

         anniversary of the date Executive commenced employment and 25% on each

         anniversary date thereafter until fully vested. Notwithstanding any

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