THIRD WAVE TECHNOLOGIES, INC. 1999 INCENTIVE STOCK OPTION PLAN

1.

Purpose . The purpose of the Third Wave Technologies, Inc. 1999 Incentive Stock Option Plan (the “Plan) is to encourage certain employees of Third Wave Technologies, Inc. (the “Corporation”) to acquire or increase their stock ownership in the Corporation, to provide an incentive to such employees to promote the financial success of the Corporation, and to enable the Corporation to attract and retain personnel necessary for continued growth and profitability.

2.

Effective Date and Term of Plan . The Plan shall become effective on the date adopted by the Board of Directors of the Corporation (“Board of Directors”) and shall continue for a period of ten years unless sooner terminated as provided in Paragraph 17.

3.

Approval of Shareholders . The Plan is subject to the approval of shareholders of majority of all of the outstanding voting shares of the Corporation. If it is not so approved on or before one year after the date of adoption of the Plan by the Board of Directors, the Plan shall not come into effect and any options granted pursuant to the Plan shall be deemed canceled. No option may be exercised prior to approval of the Plan by the shareholders.

4.

Stock Subject to Plan . Only Common Stock, with $1.00 par value per share, of the Corporation (“Common Stock”) may be issued pursuant to options granted under this Plan. The maximum number of shares of Common Stock that may be issued pursuant to the exercise of options granted under the Plan (“Options”) is Four Hundred Fifty-nine (459) shares of Common Stock, less the number of shares of Common Stock that may be issued pursuant to the Third Wave Technologies, Inc. 1999 Nonqualified Stock Option Plan effective as of the date of this Plan, subject to any adjustments provided in Paragraph 16. If any Options expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for further grants under the Plan.

5.

Administration . The Plan shall be administered by the committee described in Paragraph 6 (the “Committee”). Subject to the express provisions of the Plan, the Committee shall have complete authority in its discretion, to determine those employees (“Participants”) to whom Options shall be granted, the option price, the option periods and the number of shares to be subject to each Option. Subject to the express provisions of the Plan, the Committee shall also have the authority in its discretion to prescribe the time or times at which Options may be exercised, the limitations upon the exercise of Options (including limitations effective upon death, disability, or termination of employment of any Participant) and the restrictions, if any, to be imposed upon the transferability of shares acquired upon exercise of Options. In making such determinations, the Committee may take into account the nature of the services rendered by the respective Participants, their present and potential contributions to the success of the Corporation, and such other factors as the Committee in its discretion shall deem relevant. Subject to the express provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the respective option agreements (which need not be identical), to determine whether the shares delivered upon exercise of Options will be treasury shares or will be authorized but previously unissued shares and to make all other determinations necessary or advisable for the

administration of the Plan. The Committee’s determinations on the matters referred to in this paragraph shall be conclusive.

6.

Committee . The Committee shall consist of not less than two members of the Board of Directors, each of whom shall be (i) a “non-employee director” as that term is defined in Rule 16b-3 promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Committee shall be appointed from time to time by the Board of Directors, which may from time to time appoint members of the Committee in substitution for members previously appointed and may fill vacancies, however caused, in the Committee. A majority of its members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of the members shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held. The Committee may hold meetings by use of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.

7.

Eligibility . An Option may be granted under the Plan to any employee of the Corporation, and of its present and future subsidiaries, as defined in Section 424(f) of the Code (“Subsidiaries”). The foregoing nonwithstanding, members of the Committee shall not, while serving as members of the Committee, be eligible to receive Options.

8.

Option Price . The option price per share will be determined by the Committee at the time each Option is granted, but shall not be less than 100% of the fair market value, as determined by the Committee, of a share of Common Stock on the date of grant. If such