AMENDMENT NO. 1 TO FULL RECOURSE PROMISSORY NOTE
This Amendment No. 1, dated as of November 30, 2001, is entered into by and among Exact Sciences
Corporation, a Delaware corporation (the "Company") and Don M. Hardison (the "Maker").
WHEREAS, the Maker entered into a Full Recourse Promissory Note with the Company dated as of June 23,
2000 (the "Note"), the provisions of which grant the Company and the Maker the right to amend the terms of the
WHEREAS, in light of the decrease in market interest rates and to encourage the Company's employees
including the Maker to remain in the employ of the Company, the Company desires to amend the interest rate on
the Note and all other promissory notes issued by the Company's employees to the Company to more closely
reflect current market interest rates.
NOW, THEREFORE, in consideration of the promises and the agreements herein contained, and intending to be
bound hereby, the parties hereby agree as follows: The first sentence of the first paragraph of the Note shall be
amended and restated in its entirety to read as follows:
"FOR VALUE RECEIVED, Don M. Hardison (the "Maker") promises to pay to the order of EXACT Sciences
Corporation, a Delaware corporation (the "Holder"), at its principal office at 63 Great Road, Maynard,
Massachusetts 01754, or such other place as may be designated from time to time in writing by the Holder, or its
assigns, the principal sum of $299,999.38, together with accrued interest on the principal of this Note outstanding
at the rate of 5% per year."
In all other respects, the Note shall remain in full force and effect.
This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto in
separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts
shall be deemed an original, shall be construed together and shall constitute one and the same instrument.
EXACT SCIENCES CORPORATION