<P ALIGN="RIGHT">Exhibit 10.1</P>
<B><U><P ALIGN="CENTER">EMPLOYMENT AGREEMENT</P>
</B></U><P ALIGN="JUSTIFY">This Employment Agreement (the
"<B><I>Agreement</B></I>") is entered into as of January 16, 2002 between
Therma-Wave, Inc., a Delaware corporation with its principal offices located at
1250 Reliance Way, Fremont, California 94539, and Rodney Smedt, a resident of
California (the "<B><I>Employee</B></I>").  As used herein, the term
"<B><I>Company</B></I>" shall, unless the context indicates otherwise, refer to
Therma-Wave, Inc. and its subsidiaries as a whole.  This Agreement shall be
effective upon the date set forth in and in accordance with Section 1.1
hereof.</P>
<P ALIGN="JUSTIFY">In consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:</P>
<B><P ALIGN="JUSTIFY">1.	<U>Effectiveness; Employment; Scheduled
Term</U>.</P>
</B><FONT FACE="Times"><P
ALIGN="JUSTIFY">	1.1	<B><U>Effectiveness</U>.</B>  This Agreement shall be
effective, without any further action by the parties hereto, as of January 16,
2002 (the "<B><I>Effective Date</B></I>"<I>)</I>.</P>
<P ALIGN="JUSTIFY">	1.2	<B><U>Employment; Scheduled Term</U>.  </B>Subject
to the terms and conditions of this Agreement, the Company agrees to employ
Employee, and Employee accepts employment and agrees to be employed by the
Company during the time period commencing on the Effective Date and ending on
the third anniversary of the Effective Date (such three-year year period being
hereinafter referred to as the "<B><I>Scheduled Term</B></I>"), unless
Employee's employment is earlier terminated in accordance with this Agreement.
If Employee's employment has not been terminated prior to expiration of the
Scheduled Term, then Employee's employment may continue after the Scheduled Term
on an "at-will" basis.  Following expiration of the Scheduled Term, Employee's
employment will cease to be governed by the terms and conditions of this
Agreement and shall be terminable by either the Company or Employee at will "at-
any" time, with or without cause, for any reason or no reason.  The obligations
of Employee set forth in the Proprietary Information and Employee Inventions
Agreement referred to in Section 6 below shall survive the Scheduled Term and
shall survive the termination of Employee's employment, regardless of the cause
of such termination.  Employee hereby represents and warrants to the Company
that Employee is free to enter into and fully perform this Agreement and the
agreements referred to herein without breach or violation of any agreement or
contract to which Employee is a party or by which Employee is bound.  Employee
will provide necessary information required for the Company to perform its
normal background verification.</P>
</FONT><B><P ALIGN="JUSTIFY">2.	<U>Duties</U>.</B>  Employee shall serve as
Vice President of Engineering of Sensys Instruments Corporation, a wholly owned
subsidiary of the Company (<B><I>"Sensys Instruments"</B></I>), with such duties
and responsibilities as may from time to time be assigned to Employee by the
Company, commensurate with Employee's title and position described in this
sentence.  The duties and services to be performed by Employee under this
Agreement are collectively referred to herein as the "<B><I>Services</B></I>".
Employee shall report directly to the President and CEO of Sensys Instruments
during the Scheduled Term.  Employee agrees that to the best of Employee's
ability and experience Employee shall at all times conscientiously perform all
of the duties and obligations assigned to him under the terms of this Agreement.
At the Company's option, it will be entitled to reasonable use of Employee's
name in promotional, advertising and other materials used in the ordinary course
of its business without additional compensation unless prohibited by law.
Employee's principal place of business during the term of this Agreement shall
be at the principal headquarters of Sensys Instruments, which initially shall be
at the offices located at 2090 Duane Avenue, Santa Clara, California, 95054.
Employee's duties will include reasonable travel, including but not limited to
travel to offices of the Company, its subsidiaries and affiliates and current
and prospective customers as is reasonably necessary and appropriate to the
performance of Employee's duties hereunder.  Employee will comply with and be
bound by the Company's operating policies, procedures, and practices from time
to time in effect during Employee's employment.  </P>
<B><P ALIGN="JUSTIFY">3.	<U>Exclusive Service</U>. </B> Employee will devote
his full time and efforts exclusively to this employment and apply all his skill
and experience to the performance of his duties and advancing Company's
interests in accordance with Employee's experience and skills.  </P>
<B><I><FONT FACE="Times" SIZE=3><P ALIGN="JUSTIFY">	</B></I></FONT><FONT
FACE="Times">3.1	<B><U>Anti-Moonlighting Provision</U>.</FONT><I><FONT
FACE="Times" SIZE=3>  </B></I></FONT><FONT FACE="Times">Employee shall not
engage in any outside work, business, consulting activity or render any
commercial or professional services, directly or indirectly, for or on behalf of
Employee or any other person or organization, whether for compensation or
otherwise, except with the prior written approval of the Company and Employee
shall otherwise do nothing inconsistent with the performance of Employee's
duties hereunder; <I><U>provided</I></U>, <I><U>however</I></U>, that Employee
may (i) provide incidental assistance to family members on matters of
family business; (ii) sit on the boards of charitable or community non-
profit organizations, (iii) sit on the boards of other companies which do
not, at the time of Employee's appointment or election, to Employee's knowledge,
compete with the Company, and (v) manage Employee's personal investments,
so long as such activities do not conflict with, impair or interfere with
Employee's performance of his obligations to the Company under this Agreement.
Employee may make personal investments in non-publicly traded corporations,
partnerships or other entities, which, to the knowledge of Employee, do not at
the time of such investment design, research, distribute or otherwise market
products similar to or competitive with the Company in the semiconductor
metrology equipment market.  Employee may make personal investments in publicly
traded corporations regardless of the business they are engaged in,
<I><U>provided</I></U> that Employee does not at any time own in excess of 1% of
the issued and outstanding stock of any such corporation.</P>
</FONT><B><P ALIGN="JUSTIFY">	4.	[Intentionally Deleted].</P>
<P ALIGN="JUSTIFY">5.	<U>Compensation and Benefits</U>.</P>
<P ALIGN="JUSTIFY">	</B>5.1	<B><U>Salary and Stock Options</U>.</B>  </P>
<FONT FACE="Times"><P ALIGN="JUSTIFY">		(a)	During the term of this
Agreement, the Company shall pay Employee an initial salary of $190,000 per
annum.  Employee's salary shall be payable as earned at the Company's customary
payroll periods in accordance with the Company's customary payroll practices.
Employee's salary shall be subject to review and adjustment in accordance with
the Company' customary practices concerning salary review for similarly situated
employees of the Company or its subsidiaries; <I><U>provided</I></U> that, the
salary described herein shall be reviewed annually by the CEO of Sensys
Instruments and the President and CEO of the Company and will be subject to
adjustment, based upon Employee's performance and the Company's operating
results, each as determined by the Company.  </P>
<P ALIGN="JUSTIFY">		(b)	Subject to approval by the Board of Directors
of the Company at the initial meeting of the Board in February 2002 and July
2002, , the Company shall grant stock options exercisable for [5,494 and 9,157]
shares respectively, of common stock of the Company, subject to the terms and
conditions of the Company's Stock Option Plan and option agreement governing
such grant.  The exercise price for such options shall be based on the closing
price of the common stock of the Company on the trading date immediately
preceding the date of the Board meeting granting such options.<B> </P>
</B><P ALIGN="JUSTIFY">	5.2<B>	<U>Additional Benefits</U>.</B>  Employee
will be eligible to participate in the Company's employee benefit plans of
general application as they may exist from time to time, including without
limitation those plans covering 401(k) and profit sharing, executive bonuses,
stock purchases, stock options, executive deferred compensation and those plans
covering life, health, vision, and dental insurance in accordance with the rules
established for individual participation in any such plan and applicable law.
Employee will receive such other benefits, including vacation and holidays, as
the Company generally provides to its employees holding similar positions as
that of Employee.<B> </B> Employee has received a summary of the Company's
standard employee benefits policies in effect as of the date hereof.  The
Company reserves the right to change or otherwise modify, in its sole
discretion, the benefits offered herein to conform to the Company's general
policies as may be changed from time to time during the term of this
Agreement.</P>
<OL START=3>
<OL START=3>

<OL>

</FONT><B><U><P ALIGN="JUSTIFY"><LI>Performance Bonus in Cash and Stock
Options</U>.  </LI></P></OL>
</OL>
</OL>

</B><FONT FACE="Times"><P ALIGN="JUSTIFY">	(a)	Employee will be eligible
to earn a cash bonus up to an amount equal to his base salary at the time of
determination (the "<B><I>Bonus</B></I>") which shall in no event be less than
$190,000, after successfully completing Employee's third year of employment with
the Company.  The Company and Employee will agree upon performance criteria from
the Effective Date through the end of Therma-Wave's FY05 (March 2005) (the
"<B><I>FY05 Criteria</B></I>"), which will be based on cumulative gross sales of
Sensys Instruments during such period, and against which actual performance of
Sensys Instruments may be measured on a percentage basis.  (The cumulative gross
sales for this period is targeted to be $150 million dollars.  A minimum of 50%
of this target, or $75 million dollars must be reached to generate any bonus.
From 50% to 100% of this target, or from $75 million dollars to $150 million
dollars, will generate a bonus, on a prorated basis, maximized at the Bonus, if
the target of cumulative gross sales of $150 million is reached.  From 100%+ to
150% of this target, or from $150+ million to $225 million dollars, will
generate a bonus, on a prorated basis, maximized at 150% of the Bonus if the
cumulative gross sales of $225 million is reached.)</P>
<P ALIGN="JUSTIFY">		(b)	Subject to approval by the Board of Directors
of the Company at the initial meeting of the Board during February of 2002, the
Company shall grant stock options exercisable for 15,000 shares of common stock
of the Company, subject to the terms and conditions of the Company's Stock
Option Plan and option agreement governing such grant.  The exercise price for
such options shall be based on the closing price of the common stock of the
Company on the trading date immediately preceding the date of the Board meeting
granting such options.  Such options will vest according to <U>Schedule A</U>
attached hereto.</P>
</FONT><P ALIGN="JUSTIFY">5.4<B>	<U>Stock Options</U>.  </B>Beginning on the
Effective Date, Employee shall be eligible to participate in the Company's Stock
Option Plan.  Subject to approval by the Board of Directors of the Company, it
is anticipated that Employee will be granted options under such plan in
connection with the initial set of grants approved by the Board subsequent to
the regularly scheduled annual meeting of the stockholders of the Company in
2002, and in no event shall employee be granted any such options until after
such meeting.</P>
<P ALIGN="JUSTIFY">5.5<B>	<U>Expenses</B></U>.  The Company will reimburse
Employee for all reasonable and necessary expenses incurred by Employee in
connection with the Company's business, <I><U>provided</I></U> that such
expenses are deductible to the Company, are in accordance with the Company's
applicable policy and are properly documented and accounted for in accordance
with the requirements of the Internal Revenue Service.</P>
<B><P ALIGN="JUSTIFY">6.	<U>Proprietary Rights</U>.</B>  Employee hereby
agrees to execute an Proprietary Information and Employee Inventions Agreement
with the Company in substantially the form attached hereto as <U>Exhibit A</U>.
Furthermore, Employee acknowledges and agrees that Employee is being offered
employment based upon personal and professional attributes attained through
experience and education.  It is clearly understood that Employee's offer is
not, and the employment will not be, predicated on any implied or explicit
understanding or inference that Employee will disclose or use any proprietary or
confidential information acquired or been made privy to as a result of
Employee's prior employment or relationships.  At no time should Employee
display or otherwise make available to the Company, directly or indirectly
(including by undisclosed incorporation in work product), any such proprietary
or confidential information.  Employee represents and warrants that the
performance of his employment duties will not place Employee in breach or
violation of any pre-existing covenant, agreement, restriction or limitation
between Employee and any of his former or current employers.</P>
<OL START=7>

<OL>

<B><U><P ALIGN="JUSTIFY"><LI>Termination</U>.</LI></P></OL>
</OL>

</B><FONT FACE="Times"><P ALIGN="JUSTIFY">	7.1	<B><U>Events of
Termination</U>.</B>  Employee's employment with the Company (or the designated
subsidiary or affiliate) shall terminate immediately upon any one of the
following:</P>
<P ALIGN="JUSTIFY">		(a)	The Company's determination made in good faith
that it is terminating Employee for "cause" as defined under Section 7.2 below
("<B><I>Termination for Cause</B></I>"); or</P>
<P ALIGN="JUSTIFY">		(b)	The effective date of a written notice sent to
Employee stating that the Company is terminating Employee's employment, without
cause, which notice can be given by the Company at any time after the Effective
Date at the Company's sole discretion, for any reason or for no reason
("<B><I>Termination Without Cause</B></I>"); </P>
<P ALIGN="JUSTIFY">		(c)	The effective date of a written notice sent to
the Company from Employee stating that Employee is electing to terminate his
employment with the Company ("<B><I>Voluntary Termination</B></I>");</P>
<P ALIGN="JUSTIFY">		(d)	The effective date of a written notice sent to
the Company from Employee stating that Employee is electing to terminate his
employment with the Company for "Good Reason" as defined under Section 7.3
below; or</P>
<P ALIGN="JUSTIFY">		(e)	The death of Employee.</P>
<P ALIGN="JUSTIFY">	7.2	<B><U>"Cause" Defined</U>.</B>  For purposes of
this Agreement, "<B><I>cause</B></I>" for Employee's termination will exist at
any time after the happening of one or more of the following events:</P>
<P ALIGN="JUSTIFY">		(a)	A failure rising to the level of gross
negligence or refusal to comply in any material respect with the reasonable
policies, standards or regulations of the Company so as to cause material loss,
damage or injury to the property, reputation or employees of Company or its
subsidiaries;</P>
<P ALIGN="JUSTIFY">		(b)	A good faith determination by the Company's
President and Chief Executive Officer that Employee's performance is
unsatisfactory; <I><U>provided</I></U>, <I><U>however</I></U>, Employee shall
have sixty (60) days after receipt of written notice from the Company regarding
such unsatisfactory performance to remedy Employee's performance;</P>
<P ALIGN="JUSTIFY">		(c)	A failure or a refusal in any material
respect, faithfully or diligently, to perform Employee's duties determined by
the Company in good faith in accordance with this Agreement or the customary
duties of Employee's employment (whether due to ill health, disability or
otherwise; <I><U>provided</I></U>, <I><U>however</I></U>, that Employee shall be
entitled to any benefits or reasonable accommodation required by law);
<I><U>provided</I></U>, <I><U>however</I></U>, Employee shall have sixty (60)
days after receipt of written notice from the Company regarding such
unsatisfactory performance to remedy Employee's performance;</P>
<P ALIGN="JUSTIFY">		(d)	Unprofessional, unethical or fraudulent
conduct or conduct that materially discredits the Company or is materially
detrimental to the reputation, character or standing of the Company;</P>
<P ALIGN="JUSTIFY">		(e)	Dishonest conduct or a deliberate attempt to
do an injury to the Company;</P>
<P ALIGN="JUSTIFY">		(f)	Employee's material breach of a term of this
Agreement or the Employee Invention Assignment and Confidentiality Agreement,
including, without limitation, Employee's theft of the Company's proprietary
information; <I><U>provided</U>, <U>however</I></U>, Employee shall have sixty
(60) days after receipt of written notice from the Company regarding such breach
to cure such breach other than such breach as a result of theft; or</P>
<P ALIGN="JUSTIFY">		(g)	An unlawful or criminal act which would
reflect badly on the Company in the Company's reasonable judgment.</P>
</FONT><P ALIGN="JUSTIFY">		7.3	<B><U>"Good Reason" Defined</U>.</B>
For purposes of this Agreement, Employee may elect to terminate his employment
for "Good Reason" for one or more of the following events:</P>
<P ALIGN="JUSTIFY">			(a)	A material reduction or alteration in the
nature or status of his responsibility as an executive officer;</P>
<P ALIGN="JUSTIFY">			(b)	A relocation of the principal headquarters
of Sensys Instruments outside of the counties of San Mateo, Santa Clara, Alameda
and Contra Costa; or</P>
<P ALIGN="JUSTIFY">			(c)	A material breach by the Company of a term
of this Agreement; <I><U>provided</I></U>,<I> <U>however</U>,</I> the Company
shall have thirty (30) days after receipt of written notice from Employee
regarding such breach to cure such breach.</P>
<B><P ALIGN="JUSTIFY">8.	<U>Effect of Termination</U>.</P>
</B><P ALIGN="JUSTIFY">8.1<B>	<U>Termination for Cause, Voluntary Termination
or Death</U>.</B>  In the event of any termination of this Agreement pursuant to
Sections 7.1(a), 7.1(c) or 7.1(e), the Company shall pay Employee the
compensation and benefits otherwise payable to Employee under Section 5 through
the date of termination.  Employee's rights under the Company's benefit plans of
general application shall be determined under the provisions of those plans,
including, without limitation, Employee's rights under Section 3(b) of
Employee's stock option agreement(s) governing Employee's stock option grant(s).
All other compensation from and after such Termination For Cause, Voluntary
Termination or death (including without limitation any bonus payment) shall
cease (except for those benefits that must be continued pursuant to applicable
law or by the terms of such benefit plans), and Employee shall not be entitled
to any severance pay or other payment or compensation whatsoever upon such
Termination For Cause or Voluntary Termination.  In the event of death,
Employee's estate shall have 90 days to exercise any outstanding stock options
granted to Employee under Section 5.1(b), <I><U>provided</I></U> that such
options had vested according to their terms at the time of death.  All Sensys
options granted prior to the merger will immediately vest. </P>
<P ALIGN="JUSTIFY">8.2<B>	<U>Termination Without Cause or For Good
Reason</U>.</B>  In the event of any termination of this Agreement pursuant to
Section 7.1(b) or 7.1(d),</P>
<P ALIGN="JUSTIFY">(a)	The Company shall pay Employee the compensation and
benefits otherwise payable to Employee under Section 5 through the date of
termination,</P>
<P ALIGN="JUSTIFY">(b)	For six months after the effective date of
termination, the Company shall continue to pay Employee his base salary under
Section 5.1 above at Employee's then-current salary, less applicable withholding
taxes, payable on the Company's normal payroll dates during that period,
<I><U>provided</I></U>, <I><U>however</I></U>, that if Employee secures other
employment with a Competitor (as defined under Section 8.2(f) below) during the
period that Section 5.1 remains in effect pursuant to this Section 8.2, the
Employee shall no longer be entitled to continue to receive his base salary
pursuant to this Section  8.2(b) , and</P>
<P ALIGN="JUSTIFY">(c)	Employee's rights under the Company's benefit plans of
general application after termination shall be determined under the provisions
of those plans.  </P>
<P ALIGN="JUSTIFY">(d)	The stock options granted pursuant to Section 5.1(b)
shall continue to vest for an additional six months after the effective date of
termination and such options shall expire on the earlier of (i) three months
after such additional six month period and (ii) the Expiration Date (as defined
in the stock option agreement governing such stock options) and may not be
exercised thereafter under any circumstance.  All Sensys options granted prior
to the merger will immediately vest. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(e)	The Company's obligation to make the payments required
by this Section 8.2 is in lieu of any damages or any other payment which the
Company might otherwise be obligated to pay Employee as a result of Employee's
termination of employment.  The Company and Employee agree that, in view of the
nature of the issues likely to arise in the event of such a termination, it
would be impracticable or extremely difficult to fix the actual damages
resulting from such termination and proving actual damages, causation and
foreseeability in the case of such termination would be costly, inconvenient and
difficult.  In requiring the Company to make the payments as set forth herein,
it is the intent of the parties to provide, as of the date of this Agreement,
for a liquidated amount of damages to be paid by the Company to Employee.  Such
liquidated amount shall be deemed full and adequate damages for such termination
and is not intended by either party to be a penalty.</P>
<P ALIGN="JUSTIFY">(f)	For purposes of this Agreement,
"<B><I>Competitor</B></I>" means any person, firm, partnership company,
corporation or any other entity engaged in the business of design, research,
development, marketing, sale, or licensing of semiconductor metrology equipment
that is substantially similar to or competitive with the business of the Company
and Sensys Instruments.</P>
<P ALIGN="JUSTIFY">8.3	<B><U>Survival</B></U>.  Employee's and the Company's
obligations under Sections 5,<B> </B>(as applicable by virtue of Section 8)<I>
</I>7, 8, and 9<B><I> </B></I>of this Agreement will survive the termination of
Employee's employment with the Company. Employee's obligations under the
Employee Invention Assignment and Confidentiality Agreement shall survive the
termination of Employee's employment with the Company.</P>
<B><P ALIGN="JUSTIFY">9.	<U>Miscellaneous</U>.</P><DIR>
<DIR>
<DIR>
<DIR>

</B><P ALIGN="JUSTIFY">9.1<B>	<U>Dispute Resolution</U>.</P></DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">		</B>(a)<B>	<U>Arbitration of Disputes</U>.
</B>Any dispute under this Agreement shall be resolved by arbitration in the
State of California, Santa Clara County, and, except as herein specifically
stated, in accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association ("<B><I>AAA Rules</B></I>")
then in effect.  However, in all events, these arbitration provisions shall
govern over any conflicting rules which may now or hereafter be contained in the
AAA Rules.  Any judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction over the subject matter thereof.  The
arbitrator shall have the authority to grant any equitable and legal remedies
that would be available in any judicial proceeding instituted to resolve such
dispute; <I><U>provided</U>, <U>however</U>, </I>that the parties retain their
right to, and shall not be prohibited, limited or in any other way restricted
from, seeking or obtaining equitable relief from a court having jurisdiction
over the parties.</P>
<P ALIGN="JUSTIFY">		(b)<B>	<U>Compensation of Arbitrator</B></U>.  Any
such arbitration will be conducted before a single arbitrator who will be
compensated for his services at a rate to be determined by the parties or by the
American Arbitration Association, but based upon reasonable hourly or daily
consulting rates for the arbitrator in the event the parties are not able to
agree upon his or his rate of compensation.</P>
<P ALIGN="JUSTIFY">		(c)<B>	<U>Selection of Arbitrator</U>.  </B>The
American Arbitration Association will have the authority to select an arbitrator
from a list of its arbitrators.</P>
<B><P ALIGN="JUSTIFY">	</B>	(d)<B>	<U>Payment of Costs</B></U>.  The
Company and Employee will each pay 50% of the initial compensation to be paid to
the arbitrator in any such arbitration and 50% of the costs of transcripts and
other normal and regular expenses of the arbitration proceedings <FONT
FACE="Times">unless the law provides otherwise.</P>
</FONT><P ALIGN="JUSTIFY">		(e)<B>	<U>Burden of Proof</U>.  </B>For any
dispute submitted to arbitration, the burden of proof will be as it would be if
the claim were litigated in a judicial proceeding.</P>
<P ALIGN="JUSTIFY">		(f)<B>	<U>Award</U>.  </B>Upon the conclusion of
any arbitration proceedings hereunder, the arbitrator will render findings of
fact and conclusions of law and a written opinion setting forth the basis and
reasons for any decision reached and will deliver such documents to each party
to this Agreement along with a signed copy of the award.</P>
<P ALIGN="JUSTIFY">		(g)<B>	<U>Terms of Arbitration</U>.  </B>The
arbitrator chosen in accordance with these provisions will not have the power to
alter, amend or otherwise affect the terms of these arbitration provisions or
the provisions of this Agreement except to the extent that the relevant
provision of this Agreement is unenforceable under California law.</P>
<P ALIGN="JUSTIFY">(h)<B>	<U>Exclusive Remedy</B></U>.  Except as
specifically otherwise provided in this Agreement, arbitration will be the sole
and exclusive remedy of the parties for any dispute arising out of this
Agreement.</P>
<P ALIGN="JUSTIFY">9.2<B>	<U>Severability</U>.</B>  If any provision of this
Agreement shall be found by any arbitrator or court of competent jurisdiction to
be invalid or unenforceable, then the parties hereby waive such provision to the
extent that it is found to be invalid or unenforceable and to the extent that to
do so would not deprive one of the parties of the substantial benefit of its
bargain.  Such provision shall, to the extent allowable by law and the preceding
sentence, be modified by such arbitrator or court so that it becomes enforceable
and, as modified, shall be enforced as any other provision hereof, all the other
provisions continuing in full force and effect.</P>
<P ALIGN="JUSTIFY">9.3<B>	<U>Remedies</U>.</B>  The Company and Employee
acknowledge that the service to be provided by Employee is of a special, unique,
unusual, extraordinary and intellectual character, which gives it peculiar value
the loss of which cannot be reasonably or adequately compensated in damages in
an action at law.  Accordingly, Employee hereby consents and agrees that for any
breach or violation by Employee of any of the provisions of this Agreement
including, without limitation, Section 3), a restraining order and/or injunction
may be issued against either of the parties, in addition to any other rights and
remedies the parties may have, at law or equity, including without limitation
the recovery of money damages.</P>
<P ALIGN="JUSTIFY">9.4<B>	<U>No Waiver</U>.</B>  The failure by either party
at any time to require performance or compliance by the other of any of its
obligations or agreements shall in no way affect the right to require such
performance or compliance at any time thereafter.  The waiver by either party of
a breach of any provision hereof shall not be taken or held to be a waiver of
any preceding or succeeding breach of such provision or as a waiver of the
provision itself.  No waiver of any kind shall be effective or binding, unless
it is in writing and is signed by the party against whom such waiver is sought
to be enforced.</P>
<P ALIGN="JUSTIFY">9.5<B>	<U>Assignment</U>.</B>  This Agreement and all
rights hereunder are personal to Employee and may not be transferred or assigned
by Employee at any time.  The Company may assign its rights, together with its
obligations hereunder, to any subsidiary, affiliate or successor of the Company,
or in connection with any sale, transfer or other disposition of all or
substantially all the business and assets of the Company or any of their
respective subsidiaries or affiliates, whether by sale of stock, sale of assets,
merger, consolidation or otherwise;<I> <U>provided</I></U> that any such
assignee assumes the Company's obligations hereunder.  This Agreement shall be
binding upon, and inure to the benefit of, the persons or entities who are
permitted, by the terms of this Agreement, to be successors, assigns and
personal representatives of the respective parties hereto.</P>
<P ALIGN="JUSTIFY">9.6<B>	<U>Withholding</U>.</B>  All sums payable to
Employee hereunder shall be reduced by all federal, state, local and other
withholding and similar taxes and payments required by applicable law to be
withheld by the Company.</P>
<P ALIGN="JUSTIFY">9.7	<B> <U>Entire Agreement</U>.</B>  This Agreement (and
the exhibit(s) hereto) constitutes the entire and only agreement and
understanding between the parties relating to employment of Employee with the
Company and this Agreement supersedes and cancels any and all previous
contracts, arrangements or understandings with respect to Employee's employment;
<I><U>except</U> <U>that</U> </I>the Employee Invention Assignment and
Confidentiality Agreement<FONT FACE="Courier,Courier New" SIZE=2> </FONT>shall
remain as an independent contract(s) and shall remain in full force and effect
according to its terms<FONT FACE="Courier,Courier New" SIZE=2>.</P>
</FONT><P ALIGN="JUSTIFY">9.8<B>	<U>Amendment</U>.</B>  This Agreement may be
amended, modified, superseded, cancelled, renewed or extended only by an
agreement in writing executed by both parties hereto.</P>
<P ALIGN="JUSTIFY">9.9<B>	<U>Notices</U>.</B>  All notices and other
communications required or permitted under this Agreement shall be in writing
and hand delivered, sent by telecopier, sent by certified first class mail,
postage pre-paid, or sent by nationally recognized express courier service.
Such notices and other communications shall be effective upon receipt if hand
delivered or sent by telecopier, five (5) days after mailing if sent by mail,
and one (l) day after dispatch if sent by express courier, to the following
addresses, or such other addresses as any party shall notify the other
parties:</P>
<P> If to Company:	Therma-Wave, Inc.</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>1250 Reliance Way</P>
<P>Fremont, CA  94539</P>
<P>Telecopier:	(510) 656-3863</P>
<P>Attention:	Martin M. Schwartz</P>
<P>            Or:       Noel Simmons</P></DIR>
</DIR>

<P>If to Employee:	Rodney Smedt</P>
<P>		2090 Duane Avenue</P>
<P>		Santa Clara, CA  95054</P><DIR>
<DIR>

<P>Telecopier:	(408) 844-0441</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">9.10<B>	<U>Binding Nature</U>.</B>  This Agreement shall
be binding upon, and inure to the benefit of, the successors and personal
representatives of the respective parties hereto.</P>
<P ALIGN="JUSTIFY">9.11<B>	<U>Headings</U>.</B>  The headings contained in
this Agreement are for reference purposes only and shall in no way affect the
meaning or interpretation of this Agreement.  In this Agreement, the singular
includes the plural, the plural included the singular, the masculine gender
includes both male and female referents, and the word "or" is used in the
inclusive sense.</P>
<P ALIGN="JUSTIFY">9.12<B>	<U>Counterparts</U>.</B>  This Agreement may be
executed in two or more counterparts, each of which shall be deemed to be an
original but all of which, taken together, constitute one and the same
agreement.</P>
<P ALIGN="JUSTIFY">9.13<B>	<U>Governing Law</U>.</B>  This Agreement and the
rights and obligations of the parties hereto shall be construed in accordance
with the laws of the State of California, without giving effect to the
principles of conflict of laws.</P>
<P ALIGN="JUSTIFY">IN WITNESS WHEREOF, the Company and Employee have executed
this Agreement as of the date first above written and shall be effective in
accordance with Section 1.1 hereof.</P>
<B><P>"COMPANY"	"EMPLOYEE"</P>
</B><P>By: <U>	</U>	<U>	</P>
</U><P>	Name:		Rodney Smedt</P>
<P>	Title: </P>
<B><P ALIGN="CENTER"></P>
<U><P ALIGN="CENTER">EXHIBIT A</P>
</B></U><P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY"> </P>
<P ALIGN="CENTER">Proprietary Information and Employee Inventions Agreement</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<B><U><P ALIGN="CENTER">Schedule A</P>
</B></U><P ALIGN="CENTER"></P>
<B><P ALIGN="JUSTIFY">The stock options granted pursuant to Section 5.3(b) above
shall vest at the end of the third year following such grant as follows:</P>
<P ALIGN="JUSTIFY"></P>

<UL>
<P ALIGN="JUSTIFY"><LI>no such options shall vest in the event the cumulative
gross sales of Sensys Instruments during such three-year period does not exceed
$75,000,000</LI></P>
<P ALIGN="JUSTIFY"><LI>a prorated portion of such options shall vest in the
event the cumulative gross sales of Sensys Instruments during such three-year
period exceed $75,000,00 as determined by dividing the amount of such excess
over $75,000,000 sales by $75,000,000 (difference between $150,000,000 and
$75,000,000)</LI></P></UL>

<P ALIGN="JUSTIFY">Any such options that do not vest after such three-year
period shall vest on the date immediately preceding the end of the seventh year
following such grant.</P></B>