Exhibit 10.38


AMENDMENT
TOLOAN AND SECURITY AGREEMENT
This Amendment to Loan and Security Agreement is entered into as of
December 20, 2001 (the "Amendment"), by and between COMERICA BANK-
CALIFORNIA ("Bank") and THERMA-WAVE, INC. ("Borrower").
RECITALS
Borrower and Bank are parties to that certain Loan and Security Agreement
dated as of March 28, 2001, as amended from time to time (the
"Agreement").  The parties desire to amend the Agreement in accordance
with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
The reference to "180 days" in clause (a) of the defined term
"Eligible Accounts" in Section 1.1 is amended to read "210
days".  The definition of "Revolving Line" in Section 1.1 is
amended to read "Thirteen Million Five Hundred Thousand Dollars
($13,500,00)".  The definition of "Revolving Maturity Date" in
Section 1.1 is amended to read "June 30, 2004".
The first sentence of Section 2.1.1(a) is deleted, and the second sentence
of Section 2.1.1(a) is amended to read as follows:  Subject to and upon the
terms and conditions of this Agreement, Borrower may request Advances in an
aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line
or (ii) the Borrowing Base, in each case minus the aggregate face amount of
outstanding Letters of Credit, including any drawn but unreimbursed Letters of
Credit.
Sections 6.8 and 6.9  to the Agreement are amended, and Sections 6.13 and
6.14 are added to the Agreement, as follows:  
		6.8  Quick Ratio.  Borrower shall maintain, as of the last day of
each calendar quarter, a ratio of Quick Assets to Current Liabilities of at
least 1.30 to 1.00.
		6.9  Tangible Net Worth.  Borrower shall maintain, as of the last
day of each calendar quarter, a Tangible Net Worth of not less than Sixty Two
Million, Five Hundred Thousand Dollars ($62,500,000) plus seventy five percent
(75%) of net profit after taxes for each quarter after the quarter ending
December 31, 2001, without deduction for losses, plus eighty percent (80%) of
the proceeds received after December 31, 2001 for the sale or issuance by
Borrower of its equity or Subordinated Debt securities.  The calculation of
Tangible Net Worth under this Section excludes the goodwill arising out of
Borrower's acquisition of Sensys Instruments.
		6.13.  Loss.  Borrower shall not suffer a loss in any quarter in
excess of the following: $15,000,000 for the quarter ending December 31, 2001,
March 31, 2002 or June 30, 2002; $10,000,000 for the quarter ending September
30, 2002; $5,000,000 for the quarter ending December 31, 2002 or March 31, 2003;
or $2,500,000 for the quarter ending June 30, 2003 or any quarter
thereafter.
		6.14  Unrestricted Cash.  Borrower shall maintain a balance of
unrestricted cash at Bank or an Affiliate of Bank subject to a control agreement
in form and substance acceptable to Bank of not less than the Revolving Line.
The Compliance Certificate to be delivered after the date of this Amendment
shall be in substantially the form of Exhibit C hereto.
Unless otherwise defined, all initially capitalized terms in this Amendment
shall be as defined in the Agreement.  The Agreement, as amended hereby, shall
be and remain in full force and effect in accordance with its respective terms
and hereby is ratified and confirmed in all respects.  Except as expressly set
forth herein, the execution, delivery, and performance of this Amendment shall
not operate as a waiver of, or as an amendment of, any right, power, or remedy
of Bank under the Agreement, as in effect prior to the date hereof.  Borrower
ratifies and reaffirms the continuing effectiveness of all promissory notes,
guaranties, security agreements, mortgages, deeds of trust, environmental
agreements, and all other instruments, documents and agreements entered into in
connection with the Agreement.
Borrower represents and warrants that the Representations and Warranties
contained in the Agreement are true and correct as of the date of this
Amendment, and that, other than as referenced in Section 10, no Event of
Default has occurred and is continuing.
This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
instrument.
As a condition to the effectiveness of this Amendment, Bank shall have
received, in form and substance satisfactory to Bank, the following:
this Amendment, duly executed by Borrower;
a fee of $10,000, plus an amount equal to all Bank Expenses incurred through
the date of this Amendment
a compliance certificate and opening balance sheet including all tax
consequences, merger, compensation and one-time expenses arising out of the
acquisition of Sensys Instruments;
an Intellectual Property Security Agreement; and
such other documents, and completion of such other matters, as Bank may
reasonably deem necessary or appropriate.IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written.

| | THERMA-WAVE, INC.


By:

Title:       
| | --------------------------------------
| |                                       
| | COMERICA BANK-CALIFORNIA


By:

Title:





EXHIBIT C
COMPLIANCE CERTIFICATE

TO:	COMERICA BANK-CALIFORNIA

FROM:	THERMA-WAVE, INC.

The undersigned authorized officer of THERMA-WAVE, INC. hereby certifies that
in accordance with the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the "Agreement"), (i) Borrower is in
complete compliance for the period ending _________________ with all required
covenants except as noted below and (ii) all representations and warranties of
Borrower stated in the Agreement are true and correct in all material respects
as of the date hereof.  Attached herewith are the required documents supporting
the above certification.  The Officer further certifies that these are prepared
in accordance with Generally Accepted Accounting Principles (GAAP) and are
consistently applied from one period to the next except as explained in an
accompanying letter or footnotes.  All days and periods specified relate to
fiscal period end

Please indicate compliance status by circling Yes/No under
"Complies" column.



|Reporting Covenant             | Required                                            | Complies    
|------------------------------ | --------------------------------------------------- | ------------
|10Q Report                     | Quarterly within 45 days                            | Yes	No      
|Annual (CPA Audited)           | FYE within 90 days (consolidated and consolidating) | Yes	No      
|10-K Report                    | FYE within 90 days                                  | Yes	No      
|A/P and A/R Agings             | Quarterly within 25 days                            | Yes	No      
|BBC, A/P and A/R Agings        | Monthly within 15 days                              | Yes	No      
|                               |                                                     |             
|Financial Covenant             | Required                                            | Actual      
|Maintain on a Quarterly Basis: |                                                     |             
|Minimum Quick Ratio            | 1.30:1.00                                           | ____:1.00   
|Maximum Debt-TNW               | 1.00:1.00                                           | ____:1.00   
|Minimum Tangible Net Worth     | $62,500,000*                                        | $___________
|Maximum Quarterly Loss         | **                                                  | $___________
|Minimum Unrestricted Cash      | $13,500,000                                         | $___________
|Minimum Domestic Assets        | 80%                                                 | ____%       
|Maximum Capital Expenditures   | $20,000,000                                         | $___________

*	Borrower shall maintain, as of the last day of each fiscal quarter, a
Tangible Net Worth of not less than Sixty Two Million Five Hundred Thousand
Dollars ($62,500,000) plus seventy-five percent (75%) of net profit after taxes
for each quarter after 12/31/01 plus 80% of the proceeds received after 12/31/01
from the sale or issuance by Borrower of its equity or Subordinated Debt
securities.

**	Loss < $15,000,000 through 6/30/02; Loss < $10,000,000 for
9/30/02; Loss < $5,000,000 for 12/31/02 or 03/31/03; Loss < $2,500,000
thereafter

|Comments Regarding Exceptions:
See Attached. | Lender USE ONLY                                                                                                     
|-------------------------------------------- | --------------------------------------------------------------------------------------------------------------------
|Sincerely,

SIGNATURE

TITLE

DATE           | Received By:____________________
Date:________________
Reviewed By:____________________
Compliance Status:  Yes / No

CORPORATE RESOLUTIONS TO BORROW



|Borrower:	THERMA-WAVE, INC.
|---------------------------

I, the undersigned Secretary or Assistant Secretary of THERMA-WAVE, INC. (the
"Corporation"), HEREBY CERTIFY that the Corporation is organized and
existing under and by virtue of the laws of the state of Delaware.

I FURTHER CERTIFY that at a meeting of the Directors of the Corporation duly
called and held, at which a quorum was present and voting, (or by other duly
authorized corporate action in lieu of a meeting), the following resolutions
were adopted.

BE IT RESOLVED, that any one (1) of the following named officers, employees,
or agents of this Corporation, whose actual signatures are shown below:



|NAMES           | POSITIONS       | ACTUAL SIGNATURES
|--------------- | --------------- | -----------------
|_______________ | _______________ | _______________  
|_______________ | _______________ | _______________  
|_______________ | _______________ | _______________  
|_______________ | _______________ | _______________  
|_______________ | _______________ | _______________  
|_______________ | _______________ | _______________  

acting for and on behalf of this Corporation and as its act and
deed be, and they hereby are, authorized and empowered:

Borrow Money.  To borrow from time to time from Comerica Bank-California
("Bank"), on such terms as may be agreed upon between the
officers, employees, or agents of the Corporation and Bank, such sum or sums of
money as in their judgment should be borrowed, without limitation.

Execute Amendment.  To execute and deliver to Bank that certain
Amendment to Loan and Security Agreement dated as of December 20, 2001 (the
"Amendment") and related documents, and also to execute and deliver to
Bank one or more renewals, extensions, modifications, consolidations, or
substitutions therefor.

Grant Security.  To grant a security interest to Bank in the
Collateral described in the Amendment, which security interest shall secure all
of the Corporation's Obligations, as described in the Amendment.

Letters of Credit.  To execute letter of credit applications and other
related documents pertaining to Bank's issuance of letters of credit.

Negotiate Items.  To draw, endorse, and discount with Bank all drafts,
trade acceptances, promissory notes, or other evidences of indebtedness payable
to or belonging to the Corporation or in which the Corporation may have an
interest, and either to receive cash for the same or to cause such proceeds to
be credited to the account of the Corporation with Bank, or to cause such other
disposition of the proceeds derived therefrom as they may deem advisable.

Further Acts.  In the case of lines of credit, to designate additional
or alternate individuals as being authorized to request advances thereunder, and
in all cases, to do and perform such other acts and things, to pay any and all
fees and costs, and to execute and deliver such other documents and agreements
as they may in their discretion deem reasonably necessary or proper in order to
carry into effect the provisions of these Resolutions.

BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these
resolutions and performed prior to the passage of these resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Bank may rely on these Resolutions until written notice of their
revocation shall have been delivered to and received by Bank.  Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.

I FURTHER CERTIFY that the officers, employees, and agents named above are
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupy the positions set forth opposite their respective names; that the
foregoing Resolutions now stand of record on the books of the Corporation; and
that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.

I FURTHER CERTIFY that attached hereto are true and correct copies of the
Certificate of Incorporation and Bylaws of the Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand on December 20, 2001 and
attest that the signatures set opposite the names listed above are their genuine
signatures.

| | CERTIFIED TO AND ATTESTED BY:


X ______________
| | ------------------------------------------------

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