POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of 
Maneesh Arora, Mark Busch, June Fontana and Kyle Stacey, 
signing singly, as the undersigned?s true and lawful attorney-
in-fact to:

(1)execute for and on behalf of the undersigned, in 
the undersigned?s capacity as an officer and/or director of 
EXACT Sciences Corporation (the ?Company?), Forms 3, 4 and 5 
in accordance with Section 16(a) of the Securities Exchange 
Act of 1934 and the rules thereunder (the ?Exchange Act?), as 
well as the Form ID to obtain and/or renew EDGAR codes for use 
in connection with the filing of Forms 3, 4 and 5 and any 
other related documentation;

(2)do and perform any and all acts for and on behalf 
of the undersigned which may be necessary or desirable to 
complete and execute any such Forms 3, 4 or 5, Form ID or 
other related documentation, complete and execute any 
amendment or amendments thereto, and timely file such forms or 
documentation with the United States Securities and Exchange 
Commission and any stock exchange or similar authority;

(3)take any other action of any type whatsoever in 
connection with the foregoing which, in the opinion of such 
attorney-in-fact, may be of benefit to, in the best interest 
of, or legally required by, the undersigned, it being 
understood that the documents executed by such attorney-in-
fact on behalf of the undersigned pursuant to this Power of 
Attorney shall be in such form and shall contain such terms 
and conditions as such attorney-in-fact may approve in such 
attorney-in-fact?s discretion; and 

(4)in connection with the preparation and filing of 
Forms 3, 4 and 5, seek or obtain, as the undersigned?s 
attorney-in-fact and on the undersigned?s behalf, information 
regarding transactions in the Company?s securities from any 
third party, including brokers, employee benefit plan 
administrators and trustees, and the undersigned hereby 
authorizes any such person to release any such information to 
such attorney-in-fact and approves and ratifies any such 
release of information. 

The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform any and every 
act and thing whatsoever requisite, necessary, or proper to be 
done in connection with the exercise of any of the rights and 
powers herein granted, as fully to all intents and purposes as 
the undersigned might or could do if personally present, with 
full power of substitution or revocation, herby ratifying and 
confirming all that such attorney-in-fact, or such attorney-
in-fact?s substitute or substitutes, shall lawfully do or 
cause to be done by virtue of this Power of Attorney and the 
rights and powers herein granted.  The undersigned 
acknowledges that the foregoing attorneys-in-fact, in serving 
in such capacity at the request of the undersigned, are not 
assuming, nor is the Company assuming, any of the 
undersigned?s responsibilities to comply with Section 16 of 
the Exchange Act.

This Power of Attorney shall remain in full force and 
effect until the undersigned is no longer required to file 
Forms 3, 4, and 5 with respect to the undersigned?s holdings 
of and transactions in securities issued by the Company, 
unless earlier revoked by the undersigned in a signed writing 
delivered to the foregoing attorneys-in-fact.  

This Power of Attorney does not relieve the undersigned 
from responsibility for compliance with the undersigned?s 
obligations under the Exchange Act, including, without 
limitation, the reporting requirements under Section 16 of the 
Exchange Act.  Additionally, although pursuant to this Power 
of Attorney the Company will use commercially reasonable
best efforts to timely and accurately file Section 16 reports 
on behalf of the undersigned, the Company does not represent 
or warrant that it will be able to in all cases timely and 
accurately file Section 16 reports on behalf of the 
undersigned due to various factors, including, but not limited 
to, the shorter deadlines mandated by the Sarbanes-Oxley Act 
of 2002, possible time zone differences between the Company 
and the undersigned and the Company?s need to rely on other 
parties for information, including the undersigned and brokers 
of the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this 
Power of Attorney to be executed as of this 1st day of August, 
2009.




               /s/ Graham P. Lidgard
Graham P. Lidgard