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                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 10th day
of May 2005, by and between Lander R. Brown ("Employee") and THIRD WAVE
TECHNOLOGIES, INC., a Delaware corporation (the "Company").

      WHEREAS, the Company desires to employ Employee as its Vice President,
Human Resources and Employee desires to accept such employment pursuant to the
terms and conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, and other good and valuable consideration, receipt of
which is hereby acknowledged, the parties agree as follows:

      1. Employment. The Company hereby agrees to employ Employee as its Vice
President, Human Resources and Employee hereby agrees to serve the Company in
such position, all subject to the terms and provisions of this Agreement.
Employee agrees (a) to devote his full-time professional efforts, attention and
energies to the business of the Company, and (b) to perform such reasonable
responsibilities and duties customarily attendant to the position of Vice
President, Human Resources. Nothing in this Agreement will prevent Employee from
engaging in additional activities in connection with (i) serving on corporate,
civic and charitable boards and committees, (ii) delivering lectures and
fulfilling speaking engagements, (iii) managing personal investments; and (iv)
engaging in charitable activities and community affairs.

      2. Term of Employment. Employee's employment will continue until
terminated as provided in Section 6 below (the "Employment Term").

      3. Compensation. During the Employment Term, Employee shall receive the
following compensation.

            3.1 Base Salary. Employee's annual base salary on the date of this
      Agreement is $224,000, payable in accordance with the normal payroll
      practices of the Company ("Base Salary"). Employee's Base Salary will be
      subject to annual review by the Compensation Committee and the Board of
      Directors of the Company. During the Employment Term, on each anniversary
      date of this Agreement, the Company shall review the Base Salary amount to
      determine any increases. In no event shall the Base Salary be less than
      the Base Salary amount for the immediately preceding twelve (12) month
      period other than as permitted in Section 6.1(c) hereunder.

            3.2 Annual Bonus Compensation. Employee shall be eligible to receive
      an annual cash bonus as determined by the Company's CEO and approved by
      the Compensation Committee in its sole discretion each calendar year.
      Employee's target annual bonus percentage that he is eligible to earn for
      each calendar year shall be thirty-five percent (35%) of his Base Salary
      as of January 1 of the applicable new calendar year. Any such bonus shall
      be based upon the compensation principles of the Company in effect at the
      time the CEO determines and the Compensation Committee approves the amount
      of any bonus to be awarded, and except as set forth in Section 7 hereof,
      Employee shall not be entitled to receive an annual bonus for any calendar
      year (including the bonus referenced above) unless he remains employed
      with the

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      Company through December 31 of the applicable calendar year, provided,
      however, that if Employee is terminated with Cause or resigns without Good
      Reason, no bonus will be due.

            3.3 Long Term Incentive Plan. Employee shall participate in the
      Company's Long Term Incentive Plans ("LTIP") and shall be deemed a "Tier 1
      Employee" thereunder. Employee's benefits under the LTIP shall be
      determined pursuant to the terms of the LTIP, and such benefits may not be
      terminated or diminished without the written consent of the Employee.

            3.4 Equity Incentives and Other Long Term Compensation. The Company,
      upon the approval of the Compensation Committee, may grant Employee from
      time to time options to purchase shares of the Company's common stock, or
      other forms of equity, both as a reward for past individual and corporate
      performance, and as an incentive for future performance. Such options, if
      awarded, will be pursuant to the Company's then current stock option plan.
      All options granted to Employee shall vest in equal installments over the
      four-year period commencing with the date of grant of such options,
      subject to the acceleration of vesting (i) as described in Section 7.1(d)
      and 7.2(b) hereof and (ii) as may be set forth in the option grant
      agreements issued by the Company, as amended, provided, that in the event
      of a conflict between any option grant agreement and this Agreement, this
      Agreement shall control.

      4. Benefits.

            4.1 Benefits. Employee will be entitled to participate in the sick
      leave, insurance (including medical, life and long-term disability),
      profit-sharing, retirement, and other benefit programs that are generally
      provided to employees of the Company similarly situated, all in accordance
      with the rules and policies of the Company as to such matters and the
      plans established therefore.

            4.2 Vacation and Personal Time. The Company will provide Employee
      with four (4) weeks of paid vacation each calendar year Employee is
      employed by the Company, in accordance with Company policy. The foregoing
      vacation days shall be in addition to standard paid holiday days for
      employees of the Company.

            4.3 Indemnification. To the fullest extent permitted by applicable
      law and as provided for in the Company's articles of incorporation and
      bylaws in effect as of the date of this Agreement, the Company will,
      during and after termination of employment, indemnify Employee (including
      providing advancement of expenses) for any judgments, fines, amounts paid
      in settlement and reasonable expenses, including attorneys' fees, incurred
      by Employee in connection with the defense of any lawsuit or other claim
      or investigation to which Employee is made, or threatened to be made, a
      party or witness by reason of being or having been an officer, director or
      employee of the Company or any of its subsidiaries or affiliates as
      defined under the Securities and Exchange Act of 1934 ("Affiliates") or a
      fiduciary of any of their benefit plans.

            4.4 Liability Insurance. Both during and after termination (for any
      reason) of Employee's employment, the Company shall cause Employee to be
      covered under a directors and officers' liability insurance policy for his
      acts (or non-acts) as an officer or director of the Company or any of its
      Affiliates. Such policy shall be maintained by the Company, at its
      expense, in an amount and on terms (including the time period of coverage
      after the Employee's employment terminates) at least as favorable to the
      Employee as policies covering the Company's Board of Directors.

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      5. Business Expenses. Upon submission of a satisfactory accounting by
Employee, consistent with current policies of the Company, the Company will
reimburse Employee for any out-of-pocket expenses reasonably incurred by
Employee in the furtherance of the business of the Company.

      6. Termination.

            6.1   By Employee.

                  (a) Without Good Reason. Employee may terminate his employment
            pursuant to this Agreement at any time without Good Reason (as
            defined below) with at least ten (10) business days' written notice
            (the "Employee Notice Period") to the Company. Upon termination by
            Employee under this section, the Company may, in its sole discretion
            and at any time during the Employee Notice Period, suspend
            Employee's duties for the remainder of the Employee Notice Period,
            as long as the Company continues to pay compensation to Employee,
            including benefits, throughout the Employee Notice Period.

                  (b) With Good Reason. Employee may terminate his employment
            pursuant to this Agreement with Good Reason (as defined below) at
            any time within ninety (90) days after the occurrence of an event
            constituting Good Reason.

                  (c) Good Reason. "Good Reason" shall mean any of the
            following: (i) Employee's Base Salary is reduced in a manner that is
            not applied proportionately to other senior executive officers of
            the Company, provided any such reduction shall not exceed thirty
            percent (30%) of Employee's then current Base Salary; (ii)
            Employee's duties, authority or responsibilities are materially
            reduced or are materially inconsistent with the scope of authority,
            duties and responsibilities of Employee's position; or (iii) the
            occurrence of a material breach by the Company of any of its
            obligations to Employee under this Agreement.

            6.2.  By the Company.

                  (a) With Cause. The Company may terminate Employee's
            employment pursuant to this Agreement for Cause, as defined below,
            immediately upon written notice to Employee.

                  (b) Cause. "Cause" shall mean any of the following:

                        (i) any willful refusal to perform essential job duties
                        which continues for more than ten (10) days after notice
                        from the Company;

                        (ii) any intentional act of fraud or embezzlement by the
                        Employee in connection with the Employee's duties or
                        committed in the course of Employee's employment;

                        (iii) any gross negligence or willful misconduct of the
                        Employee with regard to the Company or any of its
                        subsidiaries resulting in a material economic loss to
                        the Company;

                        (iv) the Participant is convicted of a felony;

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                        (v) the Participant is convicted of a misdemeanor the
                        circumstances of which involve fraud, dishonesty or
                        moral turpitude and which is substantially related to
                        the circumstances of Participant's job with the Company;

                        (iv) any willful and material violation by the Employee
                        of any statutory or common law duty of loyalty to the
                        Company or any of its subsidiaries resulting in a
                        material economic loss; or

                        (v) any material breach by the Employee of this
                        Agreement or any of the Agreements referenced in Section
                        8 of this Agreement.

                  (c) Without Cause. Subject to Section 7.1, the Company may
            terminate Employee's employment pursuant to this Agreement without
            Cause upon at least thirty days' written notice ("Company Notice
            Period") to Employee. Upon any termination by the Company under this
            Section 6.2(c), the Company may, in its sole discretion and at any
            time during the Company Notice Period, suspend Employee's duties for
            the remainder of the Company Notice Period, as long as the Company
            continues to pay compensation to Employee, including benefits,
            throughout the Company Notice Period.

            6.3   Death or Disability. Notwithstanding Section 2, in the event
                  of the death or Disability (defined herein) of Employee during
                  the Employment Term, Employee's employment and this Agreement
                  shall immediately and automatically terminate and the Company
                  shall pay Employee (or in the case of death, Employee's
                  designated beneficiary) Base Salary, accrued, unpaid bonuses,
                  in each case up to the date of termination. Neither Employee,
                  his beneficiary nor estate shall be entitled to any severance
                  benefits set forth in Section 7 if terminated pursuant to this
                  section. For purposes of this Agreement, "Disability" shall
                  mean any physical incapacity or mental incompetence as a
                  result of which Employee is unable to perform the essential
                  functions of his job for an aggregate of more than six (6)
                  months during any twelve-month period. Employee acknowledges
                  and agrees that given the nature of Employee's position with
                  the Company it would cause the Company to suffer an undue
                  hardship if required to retain Employee beyond the six (6)
                  month period if Employee remains unable to perform the
                  essential functions of his job, with or without a reasonable
                  accommodation.

            6.4   Survival. The agreement described in Section 8 hereof and
                  attached hereto as Schedule A shall survive the termination of
                  this Agreement.

      7. Severance and Other Rights Relating to Termination and Change of
Control.

            7.1 Termination of Agreement Pursuant to Section 6.1(b) or 6.2(c).
      If the Employee terminates his employment for Good Reason pursuant to
      Section 6.1(b), or the Company terminates Employee's employment without
      Cause pursuant to Section 6.2(c), subject to the conditions described in
      Section 7.3 below, the Company will provide Employee the following
      payments and other benefits:

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                  (a) The Company shall immediately pay to Employee a lump-sum
            amount equal to the sum of (i) twelve (12) months of Employee's then
            current Base Salary, (ii) any accrued but unpaid Base Salary as of
            the termination date; and (iii) shall pay Employee any accrued but
            unpaid bonus as of the termination date, on the same terms and at
            the same times as would have applied had Employee's employment not
            terminated; provided, that, if such termination occurs on or within
            the one year period following a Change of Control (as defined in
            Section 7.2(a)), the Company shall also pay to Employee a pro rata
            portion of his target bonus.

                  (b) If Employee elects COBRA coverage for health and/or dental
            insurance in a timely manner, the Company shall pay the monthly
            premium payments for such timely elected coverage when each premium
            is due until the earlier of: (i) twelve months from the date of
            termination; (ii) the date Employee obtains new employment which
            offers health and/or dental insurance that is reasonably comparable
            to that offered by the Company; or (iii) the date COBRA continuation
            coverage would otherwise terminate in accordance with the provisions
            of COBRA. Thereafter, health and dental insurance coverage shall be
            continued only to the extent required by COBRA and only to the
            extent Employee timely pays the premium payments himself.

                  (c) The Company shall provide Employee an outplacement
            consulting package up to a maximum value of Ten Thousand Dollars
            ($10,000), which shall be selected at the sole discretion of the
            Employee. Any payments made for such outplacement consulting shall
            be made by the Company directly to the consulting company.

                  (d) Employee will receive any awards under the LTIP that are
            earned (as defined in any LTIP document), whether vested or
            unvested, as of the termination date, on terms and at the times set
            forth in the LTIP.

            7.2 Change of Control. The Board of Directors of the Company has
      determined that it is in the best interests of the Company and its
      stockholders to assure that the Company will have the continued dedication
      of the Employee, notwithstanding the possibility, threat or occurrence of
      a Change of Control (defined in Section 7.2(a) below). The Board believes
      it is imperative to diminish the inevitable distraction of the Employee by
      virtue of the personal uncertainties and risks created by a pending or
      threatened Change of Control and to encourage the Employee's full
      attention and dedication to the Company currently and in the event of any
      threatened or pending Change of Control, and to provide the Employee with
      compensation and benefits arrangements upon a Change of Control which
      ensure that the compensation and benefits expectations of the Employee
      will be satisfied and which are competitive with those of other
      similarly-situated companies. Therefore, in order to accomplish these
      objectives, the Board has caused the Company to include the provisions set
      forth in this Section 7.2.

                  (a) Change of Control. "Change of Control" shall mean, and
            shall be deemed to have occurred if, on or after the date of this
            Agreement, (i) any "person" (as such term is used in Sections 13(d)
            and 14(d) of the Securities Exchange Act of 1934, as amended) or
            group acting in concert, other than a trustee or other fiduciary
            holding securities under an employee benefit plan of the Company
            acting in such capacity or a corporation owned directly or
            indirectly by the stockholders of the Company in substantially the
            same proportions as their ownership of stock of the Company, becomes
            the "beneficial owner" (as defined in Rule 13d-3 under said Act),
            directly or indirectly, of securities of the

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            Company representing more than 50% of the total voting power
            represented by the Company's then outstanding Voting Securities,
            (ii) during any period of two consecutive years, individuals who at
            the beginning of such period constitute the Board of Directors of
            the Company and any new director whose election by the Board of
            Directors or nomination for election by the Company's stockholders
            was approved by a vote of at least two thirds (2/3) of the directors
            then still in office who either were directors at the beginning of
            the period or whose election or nomination for election was
            previously so approved, cease for any reason to constitute a
            majority thereof, (iii) the stockholders of the Company approve a
            merger or consolidation of the Company with any other corporation
            other than a merger or consolidation which would result in the
            Voting Securities of the Company outstanding immediately prior
            thereto continuing to represent (either by remaining outstanding or
            by being converted into Voting Securities of the surviving entity)
            at least 80% of the total voting power represented by the Voting
            Securities of the Company or such surviving entity outstanding
            immediately after such merger or consolidation, or (iv) the
            stockholders of the Company approve a plan of complete liquidation
            of the Company or an agreement for the sale or disposition by the
            Company of (in one transaction or a series of related transactions)
            all or substantially all of the Company's assets.

                  (b) Acceleration of Vesting of Stock Options. Vesting of stock
            options granted to Employee shall be accelerated upon any Change of
            Control to the extent set forth in the applicable stock option
            agreement(s) between the Company and Employee. Employee will be
            entitled to exercise such stock options in accordance with such
            option agreements.

                  (c) LTIP Awards. Any awards granted to Employee under the LTIP
            as of the Change of Control shall be treated as described in the
            LTIP.

                  (d) If, within six (6) months before or after the effective
            date of a Change of Control, the Employee terminates his employment
            for Good Reason pursuant to Section 6.1(b) or the Company terminates
            Employee's employment without Cause pursuant to Section 6.2(c),
            subject to the conditions described in Section 7.3 below, the
            termination shall be treated for purposes of Section 7.2(b) and (c)
            as if it occurred on the effective date of the Change of Control.

                  (e) Payments and benefits that trigger Sections 280G and 4999
            of the Internal Revenue Code of 1986, as amended, will be reduced to
            the extent necessary so that no excise tax would be imposed if doing
            so would result in the employee retaining a larger after-tax amount,
            taking into account the income, excise and employment taxes imposed
            on the payments and benefits.

            7.3 Conditions Precedent to Payment of Severance. The Company's
      obligations to Employee described in Sections 7.1 and 7.2 are contingent
      on Employee's delivery to the Company of his signed waiver and release, in
      the form attached hereto as Exhibit 7.3, of all claims he may have against
      the Company up to the date of the termination of his employment with the
      Company, and (if applicable) his not revoking such release. Moreover, the
      Employee's rights to receive payments and benefits pursuant to Sections
      7.1 and 7.2 are conditioned on the Employee's ongoing compliance with his
      obligations as described in Section 8 hereof. Any cessation by the Company
      of any such payments and benefits shall be in addition to, and not in

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      lieu of, any and all other remedies available to the Company for
      Employee's breach of his obligations described in Section 8 hereof.

            7.4 No Severance Benefits. Employee is not entitled to any severance
      benefits if this Agreement is terminated pursuant to Sections 6.1(a) or
      6.2(a) of this Agreement; provided however, Employee shall be entitled to
      (i) Base Salary prorated through the effective date of such termination;
      (ii) Bonuses for which the payment date occurs prior to the effective date
      of such termination; and (iii) medical coverage and other benefits
      required by law and plans (as provided in Section 7.6, below).

            7.5 Benefits Required by Law and Plans; Vacation Time Pay. In the
      event of the termination of Employee's employment, Employee will be
      entitled to medical and other insurance coverage, if any, as is required
      by law and, to the extent not inconsistent with this Agreement, to receive
      such additional benefits as Employee may be entitled under the express
      terms of applicable benefit plans (other than bonus or severance plans) of
      the Company, its subsidiaries and Affiliates.

            7.6 Exercise Period of Stock Options after Termination. Unless it
      would subject the employee to adverse tax consequences under Section 885
      of the recently enacted American Jobs Creation Act of 2004, Pub. Law No.
      108-357, 118 Stat. 1418 (the Act), added Section 409A to the Internal
      Revenue Code (Code), notwithstanding anything contained herein or in the
      option grant agreements to the contrary, in the event of Employee's
      termination after his first anniversary with the Company, Employee's
      vested stock options shall be open for exercise until the earlier of (i)
      two years from the date of termination or (ii) the latest date on which
      those options expire or are eligible to be exercised under the option
      grant agreements, determined without regard to such termination or
      resignation; provided further that such extended exercise period shall not
      apply in the event the Employee resigns without Good Reason or is
      terminated by the Company for Cause, in which case, the exercise periods
      shall continue to be governed by the terms of the option grant agreements.

      8. Restrictions.

            8.1 The Confidential Information Agreement. Simultaneously with the
      execution of this Agreement, Employee will sign the Employee Agreement
      with Respect to Confidential Information, Invention Assignment and
      Arbitration attached hereto as Schedule A (the "Confidential Information
      Agreement").

            8.2 Agreement Not to Compete. In consideration for all of the
      payments and benefits that may become due to Employee under this
      Agreement, Employee agrees that for a period of twelve (12) months after
      termination of his employment for any reason, he will not, directly or
      indirectly, without the Company's prior written consent, (a) perform for a
      Competing Entity in any Restricted Area any of the same services or
      substantially the same services that he performed for the Company; (b) in
      any Restricted Area, advise, assist, participate in, perform services for,
      or consult with a Competing Entity regarding the management, operations,
      business or financial strategy, marketing or sales functions or products
      of the Competing Entity (the activities in clauses (a) and (b)
      collectively are, the "Restricted Activities"); or (c) solicit or divert
      the business of any Restricted Customer. Employee acknowledges that in his
      position with the Company he has had and will have access to knowledge of
      confidential information about all aspects of the Company that would be of
      significant value to the Company's competitors.

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            8.3 Additional Definitions.

                  (a) Customer. "Customer" means any individual or entity for
            whom the Company has provided services or products or made a
            proposal to perform services or provide products.

                  (b) Restricted Customer. "Restricted Customer" means any
            Customer with whom/which Employee had contact on behalf of the
            Company during the 12 months preceding the end, for whatever reason,
            of his employment.

                  (c) Competing Entity. "Competing Entity" means any business
            entity engaged in the development, design, manufacture, marketing,
            distribution or sale of molecular diagnostics.

                  (d) Restricted Area. "Restricted Area" means any geographic
            location where if Employee were to perform any Restricted Activities
            for a Competing Entity in such a location, the effect of such
            performance would be competitive to the Company.

            8.4 Reasonable Restrictions on Competition Are Necessary. Employee
      acknowledges that reasonable restrictions on competition are necessary to
      protect the interests of the Company. Employee also acknowledges that he
      has certain skills necessary to the success of the Company, and that the
      Company has provided and will provide to him certain confidential
      information that it would not otherwise provide because he has agreed not
      to compete with the business of the Company as set forth in this
      Agreement.

            8.5 Restrictions Against Solicitations. Employee further covenants
      and agrees that during Employee's employment by the Company and for a
      period of twelve months following the termination of his employment with
      the Company for any reason, he will not, except with the prior consent of
      the Company's Chief Executive Officer, directly or indirectly, solicit or
      hire, or encourage the solicitation or hiring of, any person who is an
      employee of the Company for any position as an employee, independent
      contractor, consultant or otherwise, provided that the foregoing shall not
      prevent Employee from serving as a reference.

            8.6 Affiliates. For purposes of this Section 8, the term "Company"
      will be deemed to include the Company and its Affiliates.

            8.7 Ability to Obtain Other Employment. Employee hereby represents
      that his experience and capabilities are such that in the event his
      employment with the Company is terminated, he will be able to obtain
      employment if he so chooses during the period of non-competition following
      the termination of employment described above without violating the terms
      of this Agreement, and that the enforcement of this Agreement by
      injunction, as described below, will not prevent him from becoming so
      employed.

            8.8 Injunctive Relief. Employee understands and agrees that if he
      violates any provision of this Section 8, then in any suit that the
      Company may bring for that violation, an order may be made enjoining him
      from such violation, and an order to that effect may be made pending
      litigation or as a final determination of the litigation. Employee further
      agrees that the Company's application for an injunction will be without
      prejudice to any other right of action that may accrue to the Company by
      reason of the breach of this Section 8.

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            8.9 Section 8 Survives Termination. The provisions of this Section 8
      will survive termination of this Agreement.

            8.10 Condition of Payments. The provisions of this Section 8
      regarding the restrictions on Employee shall be conditioned on Company
      making the payments to Employee as contemplated by Section 7.1 above. If
      Employee is terminated due to a disability pursuant to Section 6.3 or if
      Employee voluntarily resigns without Good Reason, in which case Employee
      will not be eligible to receive the severance payments set forth in
      Section 7.1, Employee shall not be bound by the agreement not to compete
      in Section 8.2. Employee, will, however, remain bound at all times by the
      Confidential Information Agreement and the restriction on solicitation in
      Section 8.5.

      9. Arbitration. Unless other arrangements are agreed to by Employee and
the Company, any disputes arising under or in connection with this Agreement,
other than a dispute in which the primary relief sought is an equitable remedy
such as an injunction, will be resolved by binding arbitration to be conducted
pursuant to the Agreement for Arbitration Procedure of Certain Employment
Disputes attached as Schedule B hereof.

      10. Assignments; Transfers; Effect of Merger. No rights or obligations of
the Company under this Agreement may be assigned or transferred by the Company
except that such rights or obligations may be assigned or transferred pursuant
to a merger or consolidation, or pursuant to the sale or transfer of all or
substantially all of the assets of the Company, provided that the assignee or
transferee is the successor to all or substantially all of the assets of the
Company. This Agreement will not be terminated by any merger, consolidation or
transfer of assets of the Company referred to above. In the event of any such
merger, consolidation or transfer of assets, the provisions of this Agreement
will be binding upon the surviving or resulting corporation or the person or
entity to which such assets are transferred. The Company agrees that
concurrently with any merger, consolidation or transfer of assets referred to
above, it will cause any successor or transferee unconditionally to assume,
either contractually or as a matter of law, all of the obligations of the
Company hereunder in a writing promptly delivered to the Employee. This
Agreement will inure to the benefit of, and be enforceable by or against,
Employee or Employee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, designees and legatees. None of
Employee's rights or obligations under this Agreement may be assigned or
transferred by Employee other than Employee's rights to compensation and
benefits, which may be transferred only by will or operation of law. If Employee
should die while any amounts or benefits have been accrued by Employee but not
yet paid as of the date of Employee's death and which would be payable to
Employee hereunder had Employee continued to live, all such amounts and benefits
unless otherwise provided herein will be paid or provided in accordance with the
terms of this Agreement to such person or persons appointed in writing by
Employee to receive such amounts or, if no such person is so appointed, to
Employee's estate.

      11. No Set-off, No Mitigation Required. Except as expressly provided
otherwise in this Agreement, the obligation of the Company to make any payments
provided for hereunder and otherwise to perform its obligations hereunder will
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against Employee or others. In
no event will Employee be obligated to seek other employment or take other
action by way of mitigation of the amounts payable to Employee under any of the
provisions of this Agreement, and such amounts will not be reduced (except as
otherwise specifically provided herein) whether or not Employee obtains other
employment.

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      12. Taxes. The Company shall have the right to deduct from any payments
made pursuant to this Agreement any and all federal, state, and local taxes or
other amounts required by law to be withheld.

      13. Miscellaneous. No amendment, modification or waiver of any provisions
of this Agreement or consent to any departure thereof shall be effective unless
in writing signed by the party against whom it is sought to be enforced. This
Agreement contains the entire Agreement that exists between Employee and the
Company with respect to the subjects herein contained and replaces and
supercedes all prior agreements, oral or written, between the Company and
Employee with respect to the subjects herein contained. Nothing herein shall
affect any terms in the Confidential Information Agreement, the Noncompetition
Agreement, the LTIP, and any stock option plans or agreements between Employee
and the Company now and hereafter in effect from time to time. If any provision
of this Agreement is held for any reason to be unenforceable, the remainder of
this Agreement shall remain in full force and effect. Each section is intended
to be a severable and independent section within this Agreement. The headings in
this Agreement are intended solely for convenience of reference and shall be
given no effect in the construction or interpretation of this Agreement. This
Agreement is made in the State of Wisconsin and shall be governed by and
construed in accordance with the laws of said State. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument. All
notices and all other communications provided for in this Agreement shall be in
writing and shall be considered duly given upon personal delivery, delivery by
nationally reputable overnight courier, or on the third business day after
mailing from within the United States by first class certified or registered
mail, return receipt requested, postage prepaid, all addressed to the address
set forth below each party's signature. Any party may change its address by
furnishing notice of its new address to the other party in writing in accordance
herewith, except that any notice of change of address shall be effective only
upon receipt.

      The parties hereto have executed this Employment Agreement as of the date
first written above.
                                      /s/ Lander R. Brown
                                      ------------------------------------------
                                      Lander R. Brown ("Employee")

                                      Notice Address:
                                      930 Michigan
                                      Evanston, IL 60202

                                      THIRD WAVE TECHNOLOGIES, INC. ("Company")

                                      By: /s/ John J. Puisis
                                      ------------------------------------------
                                          John J. Puisis, President and CEO

                                      Notice Address:
                                      502 South Rosa Road
                                      Madison, Wisconsin 53719-1256
                                      Attn: Chief Executive Officer

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