Exhibit 10.39

AMENDMENT NO. 1 TO 
EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this
"Amendment") is made and entered into as of August 21, 2003, between
Therma-Wave, Inc., a Delaware corporation (the "Company"), and Boris
Lipkin ("Executive") and amends that Employment Agreement, entered into
as of February 5, 2003, between the Company and Executive (the "Original
Agreement").  All terms used herein but not defined herein shall have
the meanings given them in the Original Agreement.

WHEREAS, the Company's Board of Directors wishes to amend the
Original Agreement to reward Executive for work well done as the Company's
President and Chief Executive Officer.

THEREFORE, 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:

1. Amendment to Section 4.
The following sentence shall be added to the end of Section 4:
"Notwithstanding anything in the option agreements, the vesting of all of
Executive's options (whether granted on the date of this Agreement or a future
date) shall be accelerated and the options shall become immediately exercisable
upon a Change of Control (as defined below)."
2. Amendments to Section 5.
3. Section 5(b) and shall be
amended and restated as follows:
4. Clause (iv) of Section 5(h) shall be amended and restated
as follows:
5. Effect of Amendment.  Except as herein expressly
amended, all terms, covenants and provisions of the Original Agreement are and
shall remain in full force and effect, and all references therein to the
"Agreement" shall henceforth refer to the Original Agreement as
amended by this Amendment.  This Amendment shall be deemed incorporated into,
and a part of, the Original Agreement.
6. Complete Agreement.  This Amendment, the
Original Agreement and those documents expressly referred to herein and therein
embody the complete agreement and understanding between the parties and
supersede and preempt any prior understandings, agreements or representations by
or among the parties, written or oral, which may have related to the subject
matter hereof in any way.
7. Successors and Assigns.  This Amendment is
intended to bind and inure to the benefit of and be enforceable by Executive and
the Company and their respective heirs, successors and assigns, except that
Executive may not assign his rights or delegate his obligations hereunder
without the prior written consent of the Company.
8. Choice of Law.  All issues and questions
concerning the construction, validity, enforcement and interpretation of this
Agreement and the exhibits and schedules hereto shall be governed by, and
construed in accordance with, the laws of the State of California, without
giving effect to any choice of law or conflict of law rules or provisions
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.
9. Amendment and Waiver.  The provisions of this
Amendment or the Original Agreement may be amended or waived only with the prior
written consent of the Company and Executive, and no course of conduct or
failure or delay in enforcing the provisions of this Agreement shall affect the
validity, binding effect or enforceability of this Amendment or the Original
Agreement.

The undersigned have executed this Amendment No. 1 to
Employment Agreement as of August 21, 2003.



|THERMA-WAVE, INC.
By:  /s/ Papken Der Torossian 	
Name: Papken Der Torossian
Title:   Chairman of the Board of Directors
|------------------------------------------------------------------------------------------------------------------------
|/s/ Boris Lipkin	
Boris Lipkin