PROFESSIONAL SERVICES AGREEMENT

                   (FOR USE WITH MANUFACTURING SERVICES ONLY)



This Professional Services Agreement (this "Agreement") is hereby entered into

on this 2nd day of December 2003 by and between LeCroy Corporation, of 700

Chestnut Ridge Road, Chestnut Ridge, NY 10977-6499, (hereinafter "Customer") and

Plexus Services Corp., of 55 Jewelers Park Drive, Neenah, WI 54956, (including

its subsidiaries and affiliates, "Plexus").



WHEREAS, Plexus is in the business of providing manufacturing services that

include the custom manufacture of printed electronic circuit boards, systems and

related services;



WHEREAS, the parties desire to establish the terms and conditions that will

apply to Customer's purchase from Plexus of certain printed electronic circuit

boards and/or systems and related services (hereinafter "Products");



NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth,

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

intending to be legally bound, hereby agree as follows:



1. PURCHASE ORDERS; FORECASTS; MATERIALS. Customer will issue purchase orders

("P0") to Plexus in advance of Customer's requested delivery date. This time

period will be at least four (4) weeks in advance of Customer's requested

delivery date. Customer will also send Plexus a weekly forecast covering the

next twenty-six (26) weeks of expected demand. The first four (4) weeks of this

forecast will become frozen and the forecasted quantities listed in the weekly

forecast are not subject to cancellation or rescheduling by Customer, On a

monthly basis, Customer will supply Plexus with a twelve (12) month rolling

forecast which will be used for planning purposes and procuring long lead-time

components. The form and content of purchase orders and forecasts will be

mutually determined. The sale of Product contemplated herein will be made by

Plexus under the terms of this Agreement unless otherwise specifically agreed by

both parties in writing by amendment hereto. On a monthly basis, Plexus will

provide Customer a purchase order for material Plexus purchases from Customer

with scheduled deliveries at Plexus six (6) months after the issuance of the

purchase order or as otherwise agreed to in writing by both Customer and Plexus.

This Plexus purchase order shall be issued in accordance with either Customer's

forecast or P0 demand for Product and all such purchase orders shall be

cancelable, or material purchased by Plexus from Customer returnable, free of

charge, if Customer changes its forecast or P0 demand to Plexus. All payments

made by Plexus for material purchased from Customer will be at payment terms of

.5% 10, net 45 from the material ship date to Plexus.



Customer understands that Plexus will rely on Customer purchase orders and

forecasts to order and purchase materials necessary to fulfill the orders and

forecasts. Orders with suppliers may be non-cancelable and materials received by

Plexus non-returnable to suppliers. Accordingly, once Plexus has ordered or

purchased materials in support of Customer's purchase orders or forecasts,

Customer will be liable for such materials in the event the same are not

consumed as and when contemplated by the orders or forecasts on which Plexus

relied to order or purchase such materials. Customer acknowledges that this

liability will include (i) any unconsumed minimum or economic order quantities

of materials required to be purchased or ordered by suppliers, which may exceed

Customer's actual forecast or order demand; and (ii) materials ordered or

purchased by Plexus to support Customer's requested increase of, or flexibility

to increase, the quantity of Products ordered or forecasted. Plexus and Customer

will review these liabilities on a monthly basis.



Plexus will support the capability to increase the forecast by twenty-five

percent (25%) for Products forecasted to be delivered more than four (4) weeks

from Customer's requested increase by purchasing the additional Components from

the supplier. Within the fifth to eighth week period prior to the forecasted

deliveries, Customer may decrease the forecasted shipments fifty percent (50%).

Beyond week eight (8) there are no stated constraints on upside or downside.

Customer's liability for Obsolete Components or Excess Components procured to

meet the upside and downside flexibility requirement listed above is outlined

below.



The following is a description of the way Excess Components will be managed

between Plexus Services Corp and Customer:

{PAGE}

Customer will place a deposit of $[**] with Plexus for Excess Components on or

by September 30, 2003. For this consideration, Plexus will maintain in its own

inventory up to $[**] of Excess Components through the period ended March 31,

2004. If the value of Excess Components exceeds $[**] during this period,

Plexus will require, and Customer will promptly pay, additional deposit coverage

such that its exposure will not exceed $[**]. Risk of loss and ownership of

Excess Components shall remain with Plexus.



From April 1, 2004 forward, the required deposit from Customer will be

calculated as Excess Components less 5% average monthly sales volume. The

average monthly sales volume will be calculated based on the prior three months'

rolling average. Should the required deposit exceed $[**], Customer shall

submit to Plexus an increased deposit for the additional Excess Components held

at Plexus.



Any Excess Components held by Plexus with or without a Customer deposit for nine

(9) months shall be invoiced at the quoted cost plus markup as outlined in the

quotation.



Customer will be notified and will pre-approve any purchases of material that

will generate greater than $500 per component line item of potential Excess

Components per the forecast in place at the time of transaction.



Plexus will provide Customer with a list of Components with Minimum Order

Quantity ("MOQ") requirements each quarter. Customer will pre-approve such list

in writing and Plexus shall be authorized to procure such Components to support

Customer's Forecasts, Purchase Orders, upside flexibility requirements plus any

MOQ Components. Plexus agrees that at the end of each month it will notify

Customer of (i) the quantity and value of:

(a) materials it has on-hand and ordered; and (ii) any known liability of

Customer pursuant to the descriptions above in Section 1. To the extent Plexus

knows of Obsolete Component or Excess Component liability of Customer hereunder

and does not so notify Customer within sixty (60) business days, Customer shall

not be responsible for such liability. Customer agrees to review the Customer

liabilities relating to Obsolete Components and issue a separate purchase Order

and payment and written disposition for all items within ten (10) business days

of receipt of notification by Plexus. Obsolete Components shall mean those

components in inventory or on-order, within liabilities listed in Section 1

Material, that do not appear on a Customer bill of materials, or which appear on

a Customer bill of materials of an assembly that has no demand. Excess

Components shall mean those components in inventory or on-order that are

projected to be consumed by Customer demand, but not within the next ninety (90)

calendar days or Components at Plexus that have aged for more than ninety (90)

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