EPOCRATES, INC. AMENDMENT NO. 1 TO THE AMENDED AND RESTATED OFFER LETTER

RECITALS

WHEREAS, Section 15 of the Agreement provides that the Agreement may be changed in a written agreement signed by the Employee and a duly authorized officer of the Company; and

WHEREAS, the Employee and the Company wish to amend the Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth in the Agreement and this Amendment, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby amend the Agreement as follows:

1.               Section 1(a) of the Agreement is hereby amended and restated in its entirety to remove the provisions regarding the allocation of Employee’s duties among the Company’s offices and the requirement to relocate as follows:

“a.                                 You will become the Chief Financial Officer for the Company. You will report directly to the Chief Executive Officer. This is a full-time position.”

2.               Section 4(c) of the Agreement is hereby deleted to eliminate the relocation benefits.

3.               Miscellaneous.

(a)                                  Continuing Effect of Agreement. All other provisions of the Agreement remain in full force and effect and unmodified by this Amendment.

(b)                                  Counterparts. This Amendment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

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