**EXHIBIT10.28**AMENDMENT 1 TO EMPLOYMENT AGREEMENT     THIS AMENDMENT 1 TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into effective as of the7thth day of November, 2007, by and between Jorge Garces (“Employee”) and Third WaveTechnologies, Inc., a Delaware corporation (“Company”).     WHEREAS, the Company currently employs Employee pursuant to an Employment Agreement dated asof March 12, 2007 (the “Agreement”); and     WHEREAS, the Company and the Employee wish to amend the Agreement as set forth herein.     NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth,and other good and valuable consideration, the receipt and legal sufficiency of which are herebyacknowledged, the parties agree as follows:     1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendmentshall have the meanings ascribed to them in the Agreement.     2. Amendments to Provide Acceleration of Vesting of Equity Awards upon Death orDisability.          A. The last sentence of Section 3.4 of the Agreement shall be, and hereby is, deleted in itsentirety and replaced with the following sentence:All options and other equity rights granted to Employee shall vestin equal installments over the four-year period commencing with thedate of grant of such options or rights, subject to the accelerationof vesting (i) as described in Section 6.3 hereof, (ii) as describedin Section 7.2(c) hereof, and (iii) as may be set forth in the grantagreements issued by the Company, as amended, provided, that in theevent of a conflict between any grant agreement and this Agreement(other than Section 6.3 and Section 7.2(c) of this Agreement), thegrant agreement shall control.          B. The first sentence of Section 6.3 of the Agreement shall be, and hereby is, deleted in itsentirety and replaced with the following sentence:In the event of the death or Disability (defined herein) of Employeeduring the Employment Term, (i) Employee’s employment and thisAgreement shall immediately and automatically terminate, (ii) theCompany shall pay Employee (or in the case of death, employee’sdesignated beneficiary) Base Salary and accrued but unpaid bonuses,in each case up to the date of termination, and (iii) all equityawards granted to Employee, whether stock options or stock purchaserights under the Company’s equity compensation plan, or other equityawards, that
 

 
are unvested at the time of termination shall immediately becomefully vested and exercisable upon such termination.          3. Amendments Relating to Severance Benefits in Connection with a Change of Control.Section 7.2(b) of the Agreement shall be, and hereby is, deleted in its entirety and replaced withthe following:Payments and Termination Date. If, within twelve (12)months after the effective date of a Change of Control, or withinsix (6) months before the effective date of a Change of Control,Employee terminates Employee’s employment for Good Reason pursuantto Section 6.1(b) or the Company terminates Employee’s employmentwithout Cause pursuant to Section 6.2(c), subject to the conditionsdescribed in Section 7.3 below, then (i) Employee shall receiveseverance pay for a period of twelve (12) months at Employee’s thencurrent Base Salary, (ii) Employee shall be entitled to a pro-rataportion of Employee’s annual bonus if the Change of Control occursin the last six (6) months of the calendar year, which annual bonusshall be determined, and the pro-rata portion thereof paid, afterthe end of the calendar year in accordance the Company’s normalpractices as applied to other employees who have not terminatedtheir employment with the Company (without the requirement ofEmployee’s continued employment) and shall be pro-rated to the laterof (a) the date of the Change of Control, or (b) the date of suchtermination of employment (provided that if such termination has notoccurred by December 31 of the year in which such Change of Controloccurs, no pro-ration of the annual bonus for such calendar yearshall be required), (iii) Employee shall be entitled to health anddental COBRA premium payments in accordance with Section 7.1(b) butthe period described in subsection (i) thereof shall be extendedfrom six (6) months to twelve (12) months, and (iv) the terminationshall be treated for purposes of Sections 7.2(b), (c) and (d) as ifit occurred on the later of the effective date of such terminationand the effective date of the Change of Control. Any lump-sumseverance payment made to the Employee under Section 7.1(a) duringthe six (6) months before the effective date of a Change of Controlshall be credited against the severance payments provided under thisSection 7.2(b) on a pro-rata basis.          4. Amendments to Clarify Language of Section 7.3. The second sentence of Section 7.3of the Agreement shall be, and hereby is, deleted in its entirety and replaced with the followingsentence:Moreover, the Employee’s rights to receive payments and benefitspursuant to Sections 7.1 and 7.2 (including, without limitation, theright to payments under the Company’s equity plans and LTIPs)
2

 
are conditioned on the Employee’s ongoing compliance with hisobligations as described in Section 8 hereof.          5. Counterparts. This Amendment may be executed in one or more counterparts, each of whichshall be deemed an original but all of which together shall constitute one and the same instrument.          6. Full Force and Effect. Except as amended hereby, the Agreement remains in fullforce and effect and is hereby ratified, confirmed and approved.[signatures appear on next page]
3

 
          The parties hereto have executed this Amendment as of the date first written above.                /s/Jorge Garces    Jorge Garces           Third Wave Technologies, Inc.           By: /s/Kevin T. Conroy      Kevin T. Conroy, President and CEO  
4