ASSET PURCHASE AGREEMENT



         ASSET PURCHASE AGREEMENT, dated as of August 23, 2000, among GenTek

Inc., a corporation organized and existing under the laws of the State of

Delaware ("GenTek"), Vigilant Networks, Inc., a corporation organized and

existing under the laws of the State of Delaware ("Vigilant"), Digitech

Industries, Inc., a corporation organized and existing under the laws of the

State of Delaware ("Digitech", and together with Vigilant, the "Transferors"),

and LeCroy Corporation, a corporation organized and existing under the laws of

the State of Delaware ("LeCroy", and together with Vigilant and Digitech, the

"Sellers").



                                    Recitals



         A. Vigilant designs, develops, produces, markets and sells Network

Diagnostic Equipment.



         B. Digitech designs, develops, produces, markets, sells and services

the RAS Product Line and the Excluded Digitech Product Lines.



         C. LeCroy owns approximately 80% of the issued and outstanding capital

stock of Vigilant and all of the capital stock of Digitech.



         D. GenTek, through a wholly-owned Subsidiary designated in accordance

with Section 10.4 (the "Buyer"), desires to purchase the Business and the RAS

Product Line and to assume certain liabilities of the Business, and the Sellers

desire to sell the Business and the RAS Product Line to the Buyer, all upon the

terms and conditions set forth in this Agreement.



         E. Capitalized terms used in this Agreement are defined in Article IX.



         NOW, THEREFORE, the parties hereto agree as follows:



                                   ARTICLE I

                     TRANSFERRED ASSETS; ASSUMED LIABILITIES



1.1 Transferred Assets of Transferors. Upon the terms and subject to the

conditions set forth in this Agreement, at the Closing, each Transferor shall

sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall

purchase or acquire from each Transferor, all of such Transferor's right, title

and interest in and to the properties, assets and rights of every nature, kind

and description (tangible and intangible, whether real, personal or mixed,

whether accrued, contingent or otherwise, and whether now existing or acquired

after the date of this Agreement) relating to the Business or the RAS Product

Line, free and clear of all Liens (other than Permitted Liens), including:

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         (a) all of the issued and outstanding shares of the capital stock of

each of the Subsidiaries of Vigilant (the "Transferred Subsidiaries"), including

the Subsidiaries listed on Schedule 1.1(a);



         (b) all machinery, equipment, furniture, furnishings, automobiles,

trucks, vehicles, cars, handling equipment, computer hardware, jigs, tools,

dies, molds and parts and similar property, whether owned, leased or subleased,

including all of the foregoing that are in the locations listed or described on

Schedule 1.1(b);



         (c) the land, buildings, fixtures and other real property, including

all structures, facilities, improvements, fixtures, systems, equipment and items

of property presently or hereafter located thereon, and all easements, licenses,

rights and appurtenances relating to the foregoing, whether owned, leased,

subleased, or otherwise occupied, including the real estate listed or described

on Schedule 1.1(c);



         (d) all inventories of raw materials, work in process, finished

products, goods, spare parts, replacement and component parts and other supplies

(whether in the possession or control of the Transferors or others), whether

owned, leased or subleased (the "Business Inventories"), including the

inventories that are in the locations listed or described on Schedule 1.1(d);



         (e) (i) the full benefit of all contracts, licenses, leases,

commitments and other agreements, including the Material Contracts and the

contracts and agreements listed or described on Schedule 1.1(e), (ii) any right

to receive payment for products sold or services rendered, and to receive goods

and services, pursuant to any of the contracts, licenses, leases, commitments or

other agreements referred to in clause (i), and (iii) any right to assert claims

and take other rightful actions in respect of breaches, defaults and other

violations of any of the foregoing;



         (f) all credits, prepaid expenses, deferred charges, advance payments,

security deposits and prepaid items;



         (g) all books, records, manuals and other materials (in any form or

medium), including advertising matter, catalogues, price lists, correspondence,

mailing lists, lists of customers, distribution lists, photographs, production

data, sales and promotional materials and records, purchasing materials and

records, personnel records, manufacturing and quality control records and

procedures, blueprints, research and development files, tax records (including

tax records of the Transferred Subsidiaries), data and laboratory books,

Intellectual Property disclosures, media materials and plates, accounting

records, sales order files and litigation files; provided that the Transferors

may, at their option, retain original versions of the tax and accounting records

of the Transferors and their Affiliates with respect to any Pre-Closing Tax

Period, in which case the Transferors shall deliver copies of all such tax and

accounting records to the Buyer;



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         (h) (i) all notes and accounts receivable due to or owed to the

Transferors or any of the Transferred Subsidiaries, (ii) all notes, bonds and

other evidences of indebtedness of any Person due or owed to the Transferors or

any of the Transferred Subsidiaries, and rights to receive payments by the

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