EXACT CORP
S-1/A, EX-4.1, 2000-12-26
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                                                                     Exhibit 4.1

EXACT SCIENCES CORPORATION  transferable only on the books of the Corporation by
the holder hereof in person or by duly  authorized  attorney  upon  surrender of
this Certificate properly endorsed.  This Certificate and the shares represented
hereby are issued  under and subject to the laws of the state of Delaware and to
the  Certificate  of  Incorporation  and By-Laws of the  Corporation,  all as in
effect from time to time. This Certificate is not valid until  countersigned and
registered by the Transfer Agent and Registrar.

     WITNESS the facsimile seal of the Corporation and the facsimile  signatures
of its duly authorized officers.

Dated:

         Vice President and                                           President
         Chief Financial Officer




                           EXACT SCIENCES CORPORATION.

     The  Corporation is authorized to issue more than one class of stock.  Upon
written request,  made by the holder of this  Certificate,  the Corporation will
furnish  to  such  holder  without  charge  a  copy  of  the  full  text  of the
preferences,  voting powers,  qualifications  and special and relative rights of
the  shares  of  each  class  authorized  to be  issued,  as  set  forth  in the
Certificate of Incorporation, as amended.

     For value received,  _____________________________  hereby sell, assign and
transfer  unto   _____________________________   shares  of  the  capital  stock
represented by the within Certificate,  and do hereby irrevocably constitute and
appoint ________________________________  Attorney to transfer the said stock on
the books of the within named Corporation with full power of substitution in the
premises.

Dated_____________________

                                    ____________________________________________
                                    Notice: The signature to this assignment
                                            must correspond with the name as
                                            written upon the face of the
                                            certificate in every particular
                                            without alteration or enlargement or
                                            any change whatever.

                  Signature(s) Guaranteed:  The signature(s) should be
                                            guaranteed by an eligible guarantor
                                            institution (banks, stockbrokers,
                                            savings and loan associations and
                                            credit unions with membership in an
                                            approved signature guarantee
                                            medallion program), pursuant to
                                            S.E.C. Rule 17Ad-15.


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