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                                                                    EXHIBIT 10.1

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is entered
into as of the 23rd day of December, 2005, by and between Kevin T. Conroy
("Employee") and Third Wave Technologies, Inc., a Delaware corporation (the
"Company").

     WHEREAS, the Company and the Employee are parties to an Employment
Agreement dated as of March 14, 2005, and the Company now desires Employee to
serve as its President and Chief Executive Officer and Employee desires to
accept such duties pursuant to the terms and conditions set forth in this
Agreement.

     WHEREAS, the Company and the Employee desire to enter into this Agreement
to amend and restate the original Agreement in its entirety and to set forth in
this Agreement the conditions under which the Employee is to be employed by the
Company.

     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
President and Chief Executive Officer and Employee hereby agrees to serve the
Company in such positions, all subject to the terms and provisions of this
Agreement subject to the authority and direction of the Board of Directors of
the Company. Employee agrees (a) to devote his full-time professional efforts,
attention and energies to the business of the Company, and (b) shall faithfully
and to the best of his ability perform his duties hereunder. Employee may serve
as a director of Holiday Home Camp and as a director or member of a committee of
other charitable organization or trade association (provided that the Company is
notified in advance of all such positions) and may otherwise engage in
charitable and community activities, and the management of personal investments,
but only if such services and activities do not interfere with the performance
of his duties and responsibilities under this Agreement.

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

     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 $375,000, 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 Compensation Committee
     in its sole discretion each calendar year. Employee's target annual bonus
     percentage that he is eligible to earn for



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     each calendar year shall be fifty percent (50%) 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 Compensation Committee determines 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 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 I
     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. Employee shall
     receive a grant of 250,000 stock options to purchase shares of the
     Company's Common Stock with a term of 10 years, which shall be incentive
     stock options to the extent permitted by the Internal Revenue Service
     pursuant to the Company's stock option plan. Employee will be eligible to
     continue to participate and receive additional grants from the Compensation
     Committee at a level commensurate with Employee's position as a reward for
     performance and as an incentive for future performance. 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(e) 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
     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 deemed under the Securities and Exchange Act of 1934
     ("Affiliates") or a fiduciary of any of their benefit plans.


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          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 other members of its Board of Directors.

          4.5 Relocation. The Company shall pay the expenses of Employee to
     relocate his family to Madison. Covered expenses shall include temporary
     housing, sale and purchasing commissions and related closing costs, moving
     expenses and other documented costs in an amount not to exceed $60,000 (to
     the extent not tax deductible by Employee, such amounts shall be grossed up
     for taxes).


     5. Business Expenses. Upon submission of a satisfactory accounting by
Employee, consistent with the policies of the Company, the Company will
reimburse Employee for any reasonable and necessary out-of-pocket expenses
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 thirty (30) 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;
               (iii) the occurrence of a material breach by the Company of any
               of its obligations to Employee under this Agreement or (iv) the
               Company materially violates or continues to materially violate
               any law or regulation contrary to the written advice of Employee
               and the Company's outside counsel to the Board of Directors and
               the Company fails to rectify such violation within thirty (30)
               days of the written advice that such

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               violations are taking place or (v) Employee is not nominated to
               serve as a member of the Company's Board of Directors.

          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" shall mean any of the following:

              (i)  any willful failure or refusal to perform the Employee's
                   duties which continues for more than ten (10) days after
                   notice from the Company, specifically identifying the manner
                   in which the Company believed the Employee had failed or
                   refused to perform his duties;

              (ii) the commission of any 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) a conviction of, or plea of guilty or nolo contendere to, a
                   felony or other crime involving moral turpitude,

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

              (vi) 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

             (vii) 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 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,


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     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. In
     the event of the disability of Employee, the parties agree to comply with
     applicable federal and state law.

          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.l(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:

          (a)  Severance pay for a period of eighteen (18) months at 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 at the end of the
               applicable period a target bonus is paid to other senior
               executives, a pro-rata target bonus shall also be paid to
               Employee and further provided, if any such termination occurs on
               or within the one year period following a Change of Control (as
               defined in Section 7.2, 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 (consistent
               with what was in place at the date of termination) when each
               premium is due until the earlier of: (i) (12) 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 on a pro-rata basis for the period of
               service any awards under the LTIPS that are earned (as defined in
               any LTIP document, but without the requirement of employment on
               December 31, of the year), whether vested or unvested, as of the
               termination date, on terms and at the times set forth in the
               LTIP.



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          (e)  Fifty percent (50%) percent of the then unvested stock options
               granted to Employee shall immediately become fully vested and
               exercisable upon such termination or resignation. Employee will
               be entitled to exercise such stock options in accordance with
               Section 7.7.

          (f)  Notwithstanding anything in this Section to the contrary, to the
               extent that any payments under this Section are considered
               deferred compensation subject to Section 409A of the Internal
               Revenue Code, such payments shall not be paid for the number of
               months required under Section 409A following the Employee's
               separation from service. To the extent that any payment is
               delayed pursuant to this subsection, it shall be paid on the
               first day after the end of such required period.

          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 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 of the total voting
               power represented by the Voting Securities


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               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 LTIPS as of
               the Change of Control shall be treated as described in the LTIPS.

          (d)  If, within twelve (12) 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, then the Employee shall receive severance pay for a
               period of twenty-four (24) months at Employee's then current Base
               Salary and pro-rata target bonus, and the termination shall be
               treated for purposes of Section 7.2(b) and (c) and (d) as if it
               occurred on the effective date of the Change of Control.

          (e)  Parachute Gross-up. Any payments due Employee as a result of a
               change in control shall be adjusted as provided in Exhibit B
               attached to this Agreement.

          (f)  Notwithstanding anything in this Section to the contrary, to the
               extent that any payments under this Section are considered
               deferred compensation subject to Section 409A of the Internal
               Revenue Code, such payments shall not be paid for the number of
               months required under Section 409A following the Employee's
               separation from service. To the extent that any payment is
               delayed pursuant to this subsection, it shall be paid on the
               first day after the end of such required period.



          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 a signed waiver and release in a form
     reasonably satisfactory to the Company of all claims he may have against
     the Company, and 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 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


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     effective date of such termination; and (ill) 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 American Jobs Creation Act of 2004, Pub. Law No. 108-357, 118 Stat.
     1418 (the Act), added ss. 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 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. Employee has signed and
     reaffirms 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 eighteen (18) 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.

          8.3 Additional Definitions.

          (a)  (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.


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          (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
     eighteen (18) 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 noncompetition 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. To assist Employee in obtaining subsequent employment, the
     Company agrees to respond within 3 business days to any request of Employee
     as to whether a new position would be viewed by the Company as violation of
     the restrictions in this Agreement.

          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.

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


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     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 Exhibit C 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.

     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
supersedes 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 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


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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 Amended and Restated Employment
Agreement as of the date first written above.



                                      /s/ Kevin T. Conroy
                                      ------------------------------------------
                                      Kevin T. Conroy ("Employee")

Notice Address:
5333 N. Idlewild Avenue
Whitefish Bay, WI 53211
                                      Third Wave Technologies, Inc. ("Company")

                                      By: /s/ Gordon F. Brunner
                                          --------------------------------------
                                               Gordon F. Brunner, Chairman
                                               Compensation Committee of
                                               The Board of Directors
Notice Address:
502 South Rosa Road
Madison, Wisconsin 53719-1256



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