THIS  BRIDGE  NOTE  HAS NOT  BEEN  REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
     AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR
     HYPOTHECATED UNLESS REGISTERED UNDER SUCH ACT
     OR  UNLESS THE COMPANY RECEIVES AN OPINION OF
     COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
     REGISTRATION IS NOT REQUIRED.

                  CAMBEX CORPORATION
            SERIES 1 BRIDGE FINANCING NOTE

No. S1BFN-1               $1,500,000.00          January 18, 2000
     CAMBEX CORPORATION, a Massachusetts corporation
(such corporation, or any successor permitted
hereunder, the "Company"), for value received, hereby
promises to pay to SOVCAP EQUITY PARTNERS, LTD., a
Bahamian corporation or any subsequent holder hereof
(such holders, assignees, or any registered assignees,
the "Holders"), the principal sum of ONE MILLION FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS (US $1,500,000.00),
and to pay interest on such principal sum, at the rate
of eight percent (8%) per annum (the "Note Rate") from
the Original Issue Date (as defined below) until the
two hundred-tenth (210th) day after the Original Issue
Date (the "Maturity Date") and at the rate of twelve
percent (12%) per annum (the "Default Rate") after the
Maturity Date until payment of all principal, premium,
and accrued and unpaid interest has been paid in full.
Interest shall be payable on the Maturity Date.  All
such interest shall be computed on the basis of the
actual number of days elapsed during any interest
period in a year of 360 days.  The date on which this
Series 1 Bridge Note shall have first been issued is
referred to herein as the "Original Issue Date."

Section 1.     Description.
     This Bridge Note is one of a series of Series 1
Bridge Financing Notes that have been authorized by the
Company (the "Series 1 Bridge Notes") and are alike
except for principal amount and issue date, and are in
registered form.   This Series 1 Bridge Note is
convertible, into shares of the Company's Common Stock,
$.10 par value (the "Common Stock"), as provided
herein, and, effective upon any such conversion, the
Common Stock so issued shall be subject to all terms
and conditions and shall enjoy all rights, privileges,
and preferences applicable to such Common Stock under
the Company's Articles of Organization (the "Articles
of Organization").  The shares of the Company's Common
Stock issuable upon conversion of this Series 1 Bridge
Note (the "Conversion Shares") are entitled to
registration rights pursuant to a Registration Rights
Agreement between Holder, the Company, and certain
other signatories thereto dated January 18,___, 2000
(the "Registration Rights Agreement").  This Series 1
Bridge Note is secured by up to a maximum of 1,737,592
shares of Common Stock of the Company ownedor
controlled by certain Company officers, pledged
pursuant to the terms of a Stock Pledge Agreement dated
January 18, 2000 and pursuant to the terms of a Series
1 Bridge Note Purchase and Security Agreement dated
January 18, 2000 (the "Purchase Agreement"), and is
otherwise entitled to all of the rights and benefits
thereunder.

Section 2.     Office for Registration and Conversion.
The Company shall maintain an office where this Series
1 Bridge Note shall be surrendered or presented for
registration of transfers or exchanges and
conversions.  This office will initially be located at
the offices of the Company at360 Second Avenue,
Waltham, Massachusetts 02451, Attention: Executive Vice
President.  The Company shall keep a register of the
Series 1 Bridge Notes and of their transfer and
exchange, including the names and addresses of Holders
of the Series 1 Bridge Notes.  Holder shall give the
Company notice of any change in Holder's address to the
office indicated in this Section 2.  Upon two- (2)
business days written request, the Company shall permit
Holder or its duly authorized representatives to
inspect such register.  Upon written notice to Holder,
the Company may change the address of the office to be
maintained by the Company pursuant to this Section 2 or
appoint one or more co-registrars, stock registrars,
paying agents, or conversion agents to assist the
Company in performing its functions under the Series 1
Bridge Notes.

Section 3.     Redemption.
     (a)  Mandatory Redemption.  If this Series 1
     Bridge Note is outstanding on the Maturity
     Date, this Series 1 Bridge Note shall be due
     and payable as follows:

              (i)  if on the Maturity Date or within
         four (4) business days thereafter a
         Registration Statement is effective with
         respect to the Conversion Shares, the Company
         shall give written notice to Holder of its
         intent to redeem the then outstanding
         principal amount of this Series 1 Bridge
         Note, which notice shall state the election
         of the Company to pay the redemption price in
         cash or by conversion of this Series 1 Bridge
         Note into Common Stock, in the manner
         contemplated by Section 3(c) hereof.
         Regardless of the manner in which paid, the
         redemption price (the "Maturity Date
         Redemption Price") shall be equal to 120% of
         the then outstanding principal amount of this
         Series 1 Bridge Note plus accrued and unpaid
         interest thereon at the Note Rate through and
         including the Maturity Date if redemption
         occurs on the Maturity Date or within four
         (4) days, thereafter, and if occurring later
         than four business days after the Maturity
         Date shall be equal to 125% of the then
         outstanding principal amount of this Series 1
         Bridge Note plus accrued and unpaid interest
         thereon at the Note Rate through and
         including the Maturity Date and at the
         Default Rate after the Maturity Date through
         and including the date the payment is
         disbursed (whether by issuance of Conversion
         Shares or a payment in cash).

              (ii) if on the Maturity Date or within
         four (4) business days thereafter a
         Registration Statement is not effective with
         respect to the Conversion Shares, Holder may,
         in addition to all other rights and remedies
         of Holder hereunder and under the Purchase
         Agreement, elect to make written demand to
         the Company to redeem, all or part of the
         then outstanding principal under this Series
         1 Bridge Note.  Such demand shall specify
         Holder's election to accept payment of the
         redemption price in cash or by conversion of
         this Series 1 Bridge Note into Common Stock,
         in the manner contemplated by Section 3(c)
         hereof.  The Company shall have two (2)
         business days after its receipt of such
         demand to confirm its intention to redeem
         this Series 1 Bridge Note by tendering to
         Holder either (A) cash or (B) Conversion
         Shares (as specified in Holder's demand), in
         the manner contemplated by Section 3(c)
         hereof.  In either case the redemption price
         shall be equal to the Maturity Date
         Redemption Price.

              (iii)     The date of any redemption
         under either subparagraph (i) or (ii) above
         shall be referred to as a "Redemption Date."
     (b)  Voluntary Redemption.  At any time from
     and after the Original Issue Date up to but
     not including the Maturity Date, the Company
     may, at its option, call and redeem this
     Series 1 Bridge Note, at the redemption price
     set forth in subparagraph (i), below, plus
     accrued and unpaid interest on such redeemed
     amount through and including the Voluntary
     Redemption Date, as such term is defined
     below (such redemption being the "Voluntary
     Redemption"), under and in accordance with
     the following terms and procedures:

              (i)  The Company at its option prior to
         the Maturity Date may redeem this Series 1
         Bridge Note at the Redemption Price set forth
         below plus all accrued and unpaid interest on
         the principal amount through and including
         the Voluntary Redemption Date (the "Voluntary
         Redemption Price") as of a Voluntary
         Redemption Date:

         Redemption Date                          Redemption
                                                     Price

         Original Issue Date through and             105%
         including the 60th day after the
         Original Issue Date

         61st day after the Original Issue           110%
         Date through and including the 120th
         day after the Original Issue Date

         121st day after the Original Issue          115%
         Date through and including the 180th
         day after the Original Issue Date

         181st day after the Original Issue          120%
         Date through and including the 214th
         day after the Original Issue Date

         215th day after the Original Issue          125%
         Date through and including the date
         of redemption or conversion

              (ii) At least ten (10) days before a
         Voluntary Redemption, the Company shall mail
         a notice of redemption to Holder, stating
         (A) the redemption date, which shall be a
         business day in New York, New York (the
         "Voluntary Redemption Date"), (B) the
         aggregate principal amount of this Series 1
         Bridge Note to be redeemed, (C) the Voluntary
         Redemption Price, and (D) the name and
         address of the Person to whom this Series 1
         Bridge Note must be presented to receive
         payment if required pursuant to paragraph
         (iv) below.  Once notice of redemption is
         mailed and the Company shall have complied
         with paragraph (iii) below, the Voluntary
         Redemption Price shall become due and payable
         on the Voluntary Redemption Date.

              (iii)     On or before the third (3rd)
         day prior to the Voluntary Redemption Date,
         the Company shall deposit into a bank trust
         account for the benefit of the Holder of this
         Series 1 Bridge Note money sufficient to pay
         the Redemption Price and all accrued and
         unpaid interest.

              (iv) The Company may, at its option,
         require as a condition to the receipt of a
         payment pursuant to this Section 3(b) that
         Holder present the Series 1 Bridge Notes to
         the Person specified in paragraph (ii) above
         for surrender.

              (v)  No Voluntary Redemption of this
         Series 1 Bridge Note can be effected after
         the 209th day after the Original Issue Date.
     (c)  Conversion into Common Stock in Lieu of
     Payments.

              (i)  In lieu of payment of cash to
         Holder pursuant to Section 3(a)(i) hereof and
         Section 3(b) hereof, if a Registration
         Statement is in effect with respect to the
         Conversion Shares the Company may elect to
         pay all or part of the Maturity Date
         Redemption Price or the Voluntary Redemption
         Price in Conversion Shares, under the terms
         of Section 3(d) hereof.

              (ii) In lieu of cash, pursuant to
         Section 3(a)(ii) hereof, Holder may require
         the Company to pay all or part of the
         Maturity Date Redemption Price in Conversion
         Shares, under the terms of Section 3(d)
         hereof.
     The Repricing Warrant shall apply to each
     share of Common Stock received by Holder
     pursuant to this Section 3(c).
     (d)  The number of shares of Common Stock
     issuable in payment of the Maturity Date
     Redemption Price or the Voluntary Redemption
     Price is equal to the quotient of the
     Maturity Date Redemption Price or the
     Voluntary Redemption Price (as the case may
     be) divided by $3.79 (the "Conversion Price")
     {5 day average Closing Bid Price prior to
     Original Issue Date}.  Fractional shares will
     not be issued.  In lieu of any fraction of a
     share, the Company shall deliver its check
     for the dollar amount of the less-than full
     share remainder.

Section 4.     Method of Payment.
     (a)  Interest accruing through and including
     the Maturity Date shall be computed at the
     Note Rate.  Interest accruing after the
     Maturity Date shall be computed at the
     Default Rate. Accrued and unpaid interest
     shall be due and payable at the time the
     principal and premium of this Series 1 Bridge
     Note is paid.  All such interest shall be
     computed on the basis of the actual number of
     days elapsed during any interest period in a
     year of 360 days.  Interest shall begin to
     accrue on the Original Issue Date.
     (b)  The Company shall pay interest and
     principal on this Series 1 Bridge Note
     (except defaulted interest) to the Person who
     is the registered Holder of this Series 1
     Bridge Note on the day on which the interest
     or principal payment is due.  If the Company
     defaults in a payment of interest on this
     Series 1 Bridge Note, it may pay the
     defaulted interest, to the Person who is the
     registered Holder of this Series 1 Bridge
     Note on the date such payment is made.
     (c)  The Company shall pay interest by check
     payable in money of the United States of
     America that at the time of payment is legal
     tender for public and private debts.
     Payments of interest shall be mailed to
     Holder's address shown in the register
     maintained pursuant to Section 2; provided
     however, that with respect to the final
     payment of principal and accrued and unpaid
     interest necessary to pay this Series 1
     Bridge Note in full, to receive such payment
     Holder must surrender this Series 1 Bridge
     Note for cancellation to the Company or to a
     paying agent appointed by the Company.
     Principal and interest shall be considered
     paid on the date due, and no interest shall
     accrue thereafter, if there is on deposit on
     that date, in a bank trust account for the
     benefit of Holder of this Series 1 Bridge
     Note, money sufficient to pay the Redemption
     Price and all accrued and unpaid interest due
     under this Series 1 Bridge Note.

Section 5.     Conversion Price and Adjustments.
     (a)  At anytime after the Maturity Date,
     Holder may convert all or any portion of the
     Redemption Price and accrued and unpaid
     interest due on this Series 1 Bridge Note
     into shares of Common Stock.
     (b)  If Holder elects to convert less than
     the full Redemption Price of this Series 1
     Bridge Note, such conversion shall be
     permitted only in one hundred (100)-share
     increments unless the Company has given its
     contemporaneous consent to conversion of an
     odd lot.  The provisions hereof that apply to
     conversion of the entire Redemption Price of
     this Series 1 Bridge Note shall also apply to
     conversion of a portion of the Redemption
     Price.  Upon surrender of the Series 1 Bridge
     Note for conversion in part, the Company
     shall issue new Series 1 Bridge Notes in
     substantially the same form as this Series 1
     Bridge Note, except that the principal amount
     shall be reduced by the principal amount so
     converted (exclusive of the redemption
     premium).
     (c)  The number of shares of Common Stock
     issuable upon conversion of this Series 1
     Bridge Note is equal to the quotient of the
     Redemption Price of this Series 1 Bridge Note
     being converted divided by Conversion Price.
     Fractional shares will not be issued.  In
     lieu of any fraction of a share, the Company
     shall deliver its check for the dollar amount
     of the less than full share remainder.
     Accrued and unpaid interest shall be included
     in computing the number of Conversion Shares
     issuable upon conversion of this Series 1
     Bridge Note.  Interest shall cease to accrue
     on that portion of the Redemption Price
     converted from and after the Conversion Date.

Section 6.     Procedures for Conversion, and Issuance
of Conversion Shares.
     (a)  Holders' Delivery Requirements.  To
     convert this Series 1 Bridge Note into Common
     Stock, (the "Conversion Date"), the Holder
     hereof shall (A) deliver or transmit by
     facsimile, for receipt on or prior to 11:59
     P.M., Eastern Time, on such date, a copy of a
     fully executed notice of conversion in the
     form attached hereto as Exhibit A (the
     "Conversion Notice") to the Company or its
     designated Transfer Agent, and (B) surrender
     to a common carrier for delivery to the
     Company or the Transfer Agent as soon as
     practicable following such date, the original
     Series 1 Bridge Note being converted (or an
     indemnification undertaking with respect to
     such shares in the case of the loss, theft,
     or destruction of the Series 1 Bridge Note)
     and the originally executed Conversion
     Notice.  The date the Company receives
     theoriginally executed Conversion Notice and
     this Series 1 Bridge Note is hereinafter the
     "Conversion Date."
     (b)  Company's Response.  Upon receipt by the
     Company of a facsimile copy of a Conversion
     Notice, the Company shall immediately send,
     via Facsimile, a confirmation of receipt of
     such Conversion Notice to Holder.  Upon
     receipt by the Company or the Transfer Agent
     of the Series 1 Bridge Note to be converted
     pursuant to a Conversion Notice, together
     with the originally executed Conversion
     Notice, the Company or the Transfer Agent (as
     applicable) shall, within ten (10) business
     days following the date of receipt, (A) issue
     and surrender to a common carrier for
     overnight delivery to the address as
     specified in the Conversion Notice, a
     certificate, registered in the name of Holder
     or its designee, for the number of shares of
     Common Stock to which Holder shall be
     entitled or (B) credit the aggregate number
     of shares of Common Stock to which such
     Holder shall be entitled to the Holder's or
     its designee's balance account at The
     Depository Trust Company.
     (c)  Record Holder.  The Person or persons
     entitled to receive the shares of Common
     Stock issuable upon a conversion of this
     Series 1 Bridge Note shall be treated for all
     purposes as the "Record Holder" or Holder of
     such shares of Common Stock on the Conversion
     Date.
     (d)  Company's Failure to Timely Convert.  If
     the Company shall fail to issue to Holder
     within ten (10) business days following the
     date of receipt by the Company or the
     Transfer Agent of this Series 1 Bridge Note
     to be converted pursuant to a Conversion
     Notice, a certificate for the number of
     shares of Common Stock to which each Holder
     is entitled upon Holder's conversion of this
     Series 1 Bridge Note, in addition to all
     other available remedies which such Holder
     may pursue hereunder and under the Purchase
     Agreement between the Company and the initial
     Holder of this Series 1 Bridge Note
     (including indemnification pursuant to
     Section 7.18 thereof), the Company shall pay
     additional damages to Holder on each day
     after the tenth (10th) business day following
     the date of receipt by the Company or the
     Transfer Agent an amount equal to 1.0% of the
     product of (A) the number of shares of Common
     Stock not issued to Holder and to which
     Holder is entitled multiplied by (B) the
     Closing Bid Price of the Common Stock on the
     business day following the date of receipt by
     the Company or the Transfer Agent of the
     Conversion Notice.  The foregoing
     notwithstanding, Holder at its option may
     withdraw a Conversion Notice, and remain a
     Holder of this Series 1 Bridge Note, if
     Holder has otherwise complied with this
     Section 6.
     (e)  Adjustments to Conversion Price.  If any
     adjustment to the Conversion Price to be made
     pursuant to Section 7 becomes effective
     immediately after a record date for an event
     as therein described, and conversion occurs
     prior to such event but after the record
     date, the Company may defer issuing,
     delivering, or paying to Holder any
     additional shares of Common Stock or check
     for any cash remainder required by reason of
     such adjustment until the occurrence of such
     event, provided that the Company delivers to
     Holder a due bill or other appropriate
     instrument evidencing the Holders' right to
     receive such additional shares or check upon
     the occurrence of the event giving rise to
     the adjustment.
     (f)  Reservation of Conversion Shares.  Until
     such time as this Series 1 Bridge Note has
     been fully redeemed, the Company shall
     reserve out of its authorized but unissued
     Common Stock enough shares of Common Stock to
     permit the conversion of the entire
     Redemption Price and all accrued and unpaid
     interest due on this Series 1 Bridge Note at
     any time.  All shares of Common Stock issued
     upon conversion of this Series 1 Bridge Note
     shall be fully paid and nonassessable.  The
     Company covenants that if any shares of
     Common Stock, required to be reserved for
     purposes of conversion of this Series 1
     Bridge Note hereunder, require registration
     with or approval of any governmental
     authority under any federal or state law or
     listing upon any national securities exchange
     before such shares may be issued upon
     conversion, the Company shall in good faith,
     as expeditiously as possible, endeavor to
     cause such shares to be duly registered,
     approved or listed, as the case may be.

Section 7.     Adjustments to Conversion Price.

The Conversion Price shall be subject to adjustment
from time to time as follows:
     (a)  If the Company at any time subdivides
     (by any stock split, stock dividend,
     recapitalization, or otherwise) one or more
     classes of its outstanding shares of Common
     Stock into a greater number of shares, the
     Conversion Price in effect immediately prior
     to such subdivision will be proportionately
     reduced.  If the Company at any time combines
     (by combination, reverse stock split, or
     otherwise) one or more classes of its
     outstanding shares of Common Stock into a
     smaller number of shares, the Conversion
     Price in effect immediately prior to such
     combination will be proportionately
     increased.
     (b)  Prior to the consummation of any Organic
     Change (as defined below), the Company will
     make appropriate provision (in form and
     substance satisfactory to the Holder to
     insure that Holder will thereafter have the
     right to acquire and receive in lieu of, or
     in addition to, (as the case may be) the
     shares of Common Stock immediately
     theretofore acquirable and receivable upon
     the conversion of this Holder's Series 1
     Bridge Note, such shares of stock,
     securities, or assets as may be issued or
     payable with respect to, or in exchange for,
     the number of shares of Common Stock
     immediately theretofore acquirable and
     receivable upon the conversion of this Series
     1 Bridge Note had such Organic Change not
     taken place.  In any such case, the Company
     will make appropriate provision (in form and
     substance satisfactory to Holder with respect
     to such Holder's rights and interests to
     insure that the provisions of this Section
     7(b) and Sections 6(d) and 6(e) above will
     thereafter be applicable.  The Company will
     not effect any such consolidation, merger, or
     sale, unless prior to the consummation
     thereof the successor entity (if other than
     the Company) resulting from consolidation or
     merger or the entity purchasing such assets
     assumes, by written instrument (in form and
     substance satisfactory to Holder, the
     obligation to deliver to Holder such shares
     of stock, securities, or assets as, in
     accordance with the foregoing provisions,
     that Holder may be entitled to acquire.  For
     purposes of this Agreement, "Organic Change"
     means any recapitalization, reorganization,
     reclassification, consolidation, merger, or
     sale of all or substantially all of the
     Company's assets to another Person (as
     defined below), or other similar transaction
     which is effected in such a way that holders
     of Common Stock are entitled to receive
     (either directly or upon subsequent
     liquidation) stock, securities, or assets
     with respect to or in exchange for Common
     Stock; and "Person" means an individual, a
     limited liability company, a partnership, a
     joint venture, a corporation, a trust, an
     unincorporated organization, and a government
     or any department or agency thereof.

Section 8.     Notices.

The Company shall give the following notices at the
times specified:
     (a)  Immediately upon any adjustment of the
     Conversion Price, the Company will give
     written notice thereof to Holder, setting
     forth in reasonable detail and certifying the
     calculation of such adjustment.
     (b)  The Company will give written notice to
     Holder, at least twenty (20) days prior to
     the date on which the Company closes its
     books or takes a record (i) with respect to
     any dividend or distribution upon the Common
     Stock, (ii) with respect to any pro rata
     subscription offer to Holder of Common Stock,
     or (iii) for determining rights to vote with
     respect to any Organic Change, dissolution,
     or liquidation.
     (c)  The Company will also give written
     notice to Holder at least twenty (20) days
     prior to the date on which any Organic
     Change, Major Transaction (as defined below),
     dissolution, or liquidation will take place.

Section 9.     Successors to the Company.
The Company shall not consolidate or merge with or
into, or sell all or substantially all of its assets
to, any Person unless: (i) the Person is a corporation;
(ii) such Person executes, and mails to Holder a copy
of, an instrument by which such Person or an affiliate
assumes the due and punctual payment of the principal
of and interest on this Series 1 Bridge Note and the
performance and observance of all the obligations of
the Company under this Series1 Bridge Note; and
(iii) immediately after giving effect to the
transaction, no Event of Default or event which after
notice or lapse of time or both would become an Event
of Default shall have occurred.  Upon compliance with
this Section 9, Successor Corporation shall succeed to
and be substituted for the Company under this Series 1
Bridge Note with the same effect as if the Successor
Corporation had been named as the Company herein.
Nothing in this Series 1 Bridge Note shall prevent any
consolidation or merger in which the Company is the
surviving corporation, or any acquisition by the
Company by purchase or otherwise of all or any part of
the assets of any other Person, and no such
consolidation, merger, or acquisition shall require
compliance with this Section 9.

Section 10.    Events of Default and Remedies.
     (a)  As used herein, an "Event of Default"
     occurs if:

              (i)  The Company defaults in the payment
         of principal and/or interest when the same
         becomes due and payable and such failure is
         not cured within ten (10) business days after
         the Company receives written demand from
         Holder or the Representative to remedy the
         same.

              (ii) the Company fails to comply with
         any other provision contained in this Series
         1 Bridge Note, the Purchase Agreement, the
         Warrant, the Repricing Warrant, or the
         Registration Rights Agreement, and such
         failure is not cured within ten (10) business
         days after the Company receives written
         demand from Holder to remedy the same;

              (iii)     the Company defaults in any
         payment of principal of or interest on any
         Debt (excluding trade payables) in excess of
         $100,000 beyond any period of grace provided
         with respect thereto and the effect of such
         failure is to cause the holder of such Debt
         to accelerate the Debt such that such Debt
         becomes due prior to its stated maturity;

              (iv) any representation or warranty made
         in writing by or on behalf of (i) the Company
         in the Purchase Agreement or in any writing
         furnished in connection with or pursuant to
         the Purchase Agreement or in connection with
         the transactions contemplated by this
         Agreement, or (ii) the Company in the
         Registration Rights Agreement, or (iii) the
         Company in the Escrow Agreement, shall be
         false in any material respect on the date as
         of which made;

              (v)  the Company makes an assignment for
         the benefit of creditors or is generally not
         paying its debts as such debts become due;

              (vi) any order or decree for relief in
         respect of the Company is entered under any
         bankruptcy, reorganization, compromise,
         arrangement, insolvency, readjustment of
         debt, dissolution, or liquidation or similar
         law, whether now or hereafter in effect
         (herein called the "Bankruptcy Law"), of any
         jurisdiction;

              (vii)     the Company petitions or
         applies to any tribunal for, or consents to,
         the appointment of, or taking possession by,
         a trustee, receiver, custodian, liquidation,
         or similar official of the Company, or of any
         substantial part of the assets of the
         Company, or commences a voluntary case under
         the Bankruptcy Law of the United States or
         any proceedings relating to the Company under
         the Bankruptcy Law of any other jurisdiction;

              (viii)    any petition or application
         described in Section 10(a)(vi) above is
         filed, or any such proceedings are commenced,
         against the Company and the Company by any
         act indicates its approval thereof, consent
         thereto or acquiescence therein, or an order,
         judgment or decree is entered appointing any
         such trustee, receiver, custodian,
         liquidator, or similar official, or approving
         the petition in any such proceedings, and
         such order, judgment, or decree remains
         unstayed and in effect for more than sixty
         (60) days;

              (ix) any order, judgment, or decree is
         entered in any proceedings against the
         Company decreeing the dissolution of the
         Company and such order, judgment, or decree
         remains unstayed and in effect for more than
         sixty (60) days; or

              (x)  a final judgment (not fully covered
         by insurance) in an amount in excess of
         $100,000 is rendered against the Company and,
         within ten (10) business days after entry
         thereof, such judgment is not discharged or
         execution thereof stayed pending appeal, or
         within ten (10) days after the expiration of
         any such stay, such judgment is not
         discharged.
     (b)  Upon the occurrence of an Event of
     Default described in subsection (vi), (vii),
     or (viii) of Section 10(a), the principal of
     and accrued interest on this Series 1 Bridge
     Note shall automatically become immediately
     due and payable, without presentment, demand,
     protest or other requirements of any kind,
     all of which are hereby expressly waived by
     the Company.  If any other Event of Default
     exists, Holder may, in addition to the
     exercise of any right, power, or remedy
     permitted to Holder by law, declare (by
     written notice or notices to the Company) the
     entire principal of and all interest accrued
     on this Series 1 Bridge Note to be due and
     payable, and this Series 1 Bridge Note shall
     thereupon become immediately due and payable,
     without presentment, demand, protest, or
     other notice of any kind, all of which are
     hereby expressly waived by the Company.  Upon
     such declaration, the Company will
     immediately pay to Holder of this Series 1
     Bridge Note the then outstanding principal of
     and accrued and unpaid interest on the Series
     1 Bridge Notes.  If at any time after
     acceleration of the maturity of the Series 1
     Bridge Notes, the Company shall pay all
     arrears of interest and all payments on
     account of principal which shall have become
     due other than by acceleration (with interest
     on principal and, to the extent permitted by
     law, on overdue interest, at the rate
     specified in the Series 1 Bridge Notes) and
     all Events of Default (other than nonpayment
     of principal of or interest on this Series 1
     Bridge Note due and payable solely by virtue
     of acceleration) shall be remedied or waived
     by Holder by written notice to the Company
     may rescind and annul the acceleration and
     its consequences, but such action shall not
     affect any subsequent Event of Default or
     impair any right consequent thereon.
     (c)  A delay or omission by the Holder of
     this Series 1 Bridge Note in exercising any
     right or remedy arising upon an Event of
     Default shall not impair such right or remedy
     or constitute a waiver of or an acquiescence
     in the Event of Default.
     (d)  If any Event of Default shall occur and
     be continuing, the Holder of this Series 1
     Bridge Note may proceed to protect and
     enforce their rights under this Agreement and
     this Series 1 Bridge Note by exercising such
     remedies as are available to such Holder
     either by suit in equity or by action at law,
     or both, whether for specific performance of
     any covenant or other agreement contained in
     this Agreement or in aid of the exercise of
     any power granted in this Agreement.  No
     remedy conferred in this Agreement upon
     Holder is intended to be exclusive of any
     other remedy, and each and every such remedy
     shall be cumulative and shall be in addition
     to every other remedy conferred herein or now
     or hereafter existing at law or in equity or
     by statute or otherwise.

Section 11.    Exchange, Transfer, Replacement or
Cancellation.
     (a)  This Series 1 Bridge Note may be
     exchanged for an equal principal amount of
     Series 1 Bridge Notes in denominations of
     US$25,000.00 or in greater multiples of
     US$5,000.00 upon written request to the
     Company accompanied by surrender of this
     Series 1 Bridge Note to the Company or to an
     agent designated for that purpose.  Any
     Series 1 Bridge Notes issued in exchange for
     this Series 1 Bridge Note shall be one of
     this Series 1 Bridge Note referred to in
     Section 1, and shall be entitled to all the
     rights thereof.
     (b)  The Series 1 Bridge Notes may not be
     transferred  except upon the conditions
     specified in this Section 11(b), which
     conditions are intended to insure compliance
     with the provisions of the Securities Act of
     1933, as amended (the "Securities Act").
     Prior to any proposed transfer of this Series
     1 Bridge Note the Holder hereof shall give
     written notice to the Company of the proposed
     disposition and shall furnish to the Company
     a statement of the circumstances surrounding
     the proposed disposition and an opinion of
     counsel reasonably satisfactory to the
     Company to the effect that (i) such
     disposition will not require registration of
     such securities under the Securities Act or
     qualification of such securities under the
     blue sky or state securities laws of any
     state in which such qualification would be
     required, or (ii) appropriate action
     necessary for compliance with the Securities
     Act or the blue sky or securities laws of
     such states has been taken. The Holder hereof
     shall cause any proposed transferee of such
     securities to agree to take and hold such
     securities subject to the provisions and upon
     the conditions specified in this Section 11.
     The Company or any co-registrar appointed by
     the Company may require the Holder to furnish
     appropriate endorsements and/or transfer
     documents, including information regarding
     any proposed transferee's name, address and
     social security or taxpayer identification
     number, and to pay any issue or transfer
     taxes or fees as may be required by law.  The
     registered Holder of this Series 1 Bridge
     Note may be treated as its owner for all
     purposes.
     (c)  If Holder claims this Series 1 Bridge
     Note has been lost, destroyed, or wrongfully
     taken, the Company shall issue a replacement
     Series 1 Bridge Note upon (i) receipt of any
     indemnity bond or other assurance requested
     by the Company to protect it from any loss
     which it may suffer by reason of such
     replacement or subsequent presentment of the
     original Series 1 Bridge Note, and
     (ii) payment of any expenses reasonably
     incurred by the Company in replacing the
     Series 1 Bridge Note.

Section 12.    Amendments and Waivers.
This Series 1 Bridge Note may, with the consent of the
Company and the Holder be amended or any provision
thereof waived.

Section 13.    Notice.
Any notice or communication hereunder shall be in
writing and delivered by first-class mail, return
receipt requested, to each Holder at its address shown
in the register kept by the Company or any co-registrar
appointed by the Company and to the Company at the
address of its office to be maintained pursuant to
Section 2.  Failure to mail, or any defect in, a notice
or communication to any other Holder of this Series 1
Bridge Note shall not affect its sufficiency with
respect to the other Holders.  If a notice or
communication is mailed to Holder in the manner
provided above within the time prescribed, it shall be
deemed duly given and effective on the tenth (10th)
business day after it was deposited in the mail,
whether or not Holder actually receives it.

Section 14.    No Recourse Against Others.
A director, officer, employee, or shareholder, as such,
of the Company shall not have any liability for any
obligations of the Company under this Series 1 Bridge
Note or for any claim based on, in respect of or by
reason of such obligations or their creation.  The
Holder of this Series 1 Bridge Note by accepting this
Series 1 Bridge Note waives and releases all such
liability and such waiver and release are part of the
consideration for the issue of the Series 1 Bridge
Note.

Section 15.    Governing Law.
The Series 1 Bridge Notes shall be governed by and
construed in accordance with the laws of the
Commonwealth of Massachusetts, irrespective of the
choice of law provisions thereof.  The parties agree
thatanyaction brought by one party against the other
shall be in any appropriate state court or any federal
Court located in the County where against whom the
action is brought is principally located, and both
parties agree that such counts shall have exclusive
jurisdiction of such case or controversy arising under
or in connection with this Agreement and shall be a
proper forum in which to adjudicate such case or
controversy.  The parties consent to the jurisdiction
of such courts.
IN WITNESS WHEREOF, the parties have caused this Series
1 Bridge Financing Note to be duly executed under seal
as of day and year first above written.



          [Signatures on the following page]


                COMPANY SIGNATURE PAGE
                          TO
            SERIES 1 BRIDGE FINANCING NOTE



                                   CAMBEX CORPORATION


                                   By: /s/ Peter Kruy
                                     Peter Kruy,
                                   Executive Vice
                                   President
ATTEST:
By: /s/ Arthur L. Ziskend
 Secretary/Assistant Secretary
                                        [CORPORATE
                                        SEAL]