NEITHER THIS WARRANT NOR THE SHARES OF COMMON
     STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
     REGISTERED UNDER THE SECURITIES ACT OF  1933,
     AS   AMENDED,   OR   ANY   APPLICABLE   STATE
     SECURITIES  LAW AND NEITHER MAY  BE  SOLD  OR
     OTHERWISE    TRANSFERRED    UNTIL    (I)    A
     REGISTRATION STATEMENT UNDER SUCH  SECURITIES
     ACT AND SUCH APPLICABLE STATE SECURITIES LAWS
     SHALL   HAVE  BECOME  EFFECTIVE  WITH  REGARD
     THERETO,  OR  (II)  THE  COMPANY  SHALL  HAVE
     RECEIVED   A   WRITTEN  OPINION  OF   COUNSEL
     ACCEPTABLE TO THE COMPANY TO THE EFFECT  THAT
     REGISTRATION  UNDER SUCH SECURITIES  ACT  AND
     SUCH APPLICABLE STATE SECURITIES LAWS IS  NOT
     REQUIRED  IN  CONNECTION WITH  SUCH  PROPOSED
     TRANSFER.

                  CAMBEX CORPORATION
             COMMON STOCK PURCHASE WARRANT

Warrant No. SCA/PW-2                                37,500 shares

         Original Issue Date: January 18, 2000
THIS CERTIFIES THAT, FOR VALUE RECEIVED, CORRELLUS
INTERNATIONAL LTD. or its assigns (the "Holder") is
entitled to purchase, on the terms and conditions
hereinafter set forth, at any time or from time to time
from the date hereof until 5:00 p.m., Eastern Time, on
the fifth (5th) anniversary of the Original Issue Date
set forth above, or if such date is not a day on which
the Company is open for business, then the next
succeeding day on which the Company is open for
business (such date is the "Expiration Date"), but not
thereafter, to purchase up to THIRTY-SEVEN THOUSAND
FIVE HUNDRED (37,500) shares {equal to 15% of amount of
Bridge Notes purchased by Holder} of the Common Stock,
par value $.10 (the "Common Stock"), of CAMBEX
CORPORATION, a Massachusetts corporation (the
"Company"), at a price of $4.19 {110% of Closing Bid
Price on Original Issue Date} per share (the "Exercise
Price"), such number of shares and Exercise Price being
subject to adjustment upon the occurrence of the
contingencies set forth in this Warrant.  Each share of
Common Stock as to which this Warrant is exercisable is
a "Warrant Share" and all such shares are collectively
referred to as the "Warrant Shares."

Section 1.     Exercise of Warrant; Conversion of
Warrant.
     (a)  This Warrant may, at the option of the
     Holder, be exercised in whole or in part from
     time to time by delivery to the Company at
     its office at 360 Second Avenue, Waltham,
     Massachusetts 02451, Attention: Executive
     Vice President, or to any transfer agent for
     the Common Stock, on or before 5:00 p.m.,
     Eastern Time, on the Expiration Date, (i) a
     written notice of such registered Holder's
     election to exercise this Warrant (the
     "Exercise Notice"), which notice may be in
     the form of the Notice of Exercise attached
     hereto, properly executed and completed by
     the registered Holder or an authorized
     officer thereof, (ii) a check payable to the
     order of the Company, in an amount equal to
     the product of the Exercise Price multiplied
     by the number of Warrant Shares specified in
     the Exercise Notice, and (iii) this Warrant
     (the items specified in (i), (ii), and (iii)
     are collectively the "Exercise Materials").
     (b)  This Warrant may, at the option of the
     Holder and only in accordance with the terms
     of this Section 1(b), be converted into
     Common Stock in whole but not in part, if and
     only if the Average Market Price of one share
     of Common Stock on the Effective Date (as
     defined in Section 1(c) hereof) is greater
     than the Exercise Price, by delivery to the
     Company at the address designated in Section
     1(a) above or to any transfer agent for the
     Common Stock, on or before 5:00 p.m. Eastern
     Time on the Expiration Date, (i) a written
     notice of Holder's election to convert this
     Warrant (the "Conversion Notice"), properly
     executed and completed by the registered
     Holder or an authorized officer thereof, and
     (ii) this Warrant (the items specified in (i)
     and (ii) are collectively the "Conversion
     Materials").  The number of shares of Common
     Stock issuable upon conversion of this
     Warrant is equal to the quotient of (x) the
     product of the number of Warrant Shares then
     issuable upon exercise of this Warrant
     (assuming an exercise for cash) multiplied by
     the difference between (A) the Average Market
     Price of one share of Common Stock for the
     five (5) trading day period ended the day
     prior to the Effective Date (as such term is
     defined in Section 1(c) hereof) minus (B) the
     then effective Exercise Price divided by
     (y) the Average Market Price of one share of
     Common Stock for the five (5) trading day
     period ended the day prior to the Effective
     Date.  As used herein, "Average Market Price"
     on any particular date (a "Determination
     Date") means, with respect to one share of
     Common Stock for any Determination Date, that
     price which is equal to the arithmetic
     average of the Closing Bid Prices (as defined
     below) for the Common Stock for each trading
     day in a five trading day period ended on the
     day prior to a Determination Date.  As used
     herein, "Closing Bid Price" means, for any
     security as of any date, the last closing bid
     price on the NASDAQ National Market (the
     "NASDAQ-NM") as reported by Bloomberg
     Financial Markets ("Bloomberg"), or, if the
     NASDAQ-NM is not the principal trading market
     for the Common Stock, the last closing bid
     price of the Common Stock on the principal
     securities exchange or trading market where
     the Common Stock is listed or traded as
     reported by Bloomberg, or if the foregoing do
     not apply, the last closing bid price of the
     Common Stock in the over-the-counter market
     on the pink sheets or bulletin board for the
     Common Stock as reported by Bloomberg, or, if
     no closing bid price is reported for the
     Common Stock by Bloomberg, the last closing
     trade price of the Common Stock as reported
     by Bloomberg.  If the Closing Bid Price
     cannot be calculated for the Common Stock on
     such date on any of the foregoing bases, the
     Closing Bid Price of the Common Stock on such
     date shall be the fair market value as
     reasonably determined in good faith by the
     Board of Directors of the Company (all as
     appropriately adjusted for any stock
     dividend, stock split, or other similar
     transaction during such period).  Holder may
     exercise this Warrant under this Section 1(b)
     only (1) with the consent of the Company or
     (2) at the sole discretion of Holder if a
     registration statement with respect to the
     Warrant Shares is not effective on or before
     the Maturity Date;
     (c)  Upon timely receipt of the Exercise
     Materials or Conversion Materials (whichever
     is applicable), the Company shall, as
     promptly as practicable, and in any event
     within ten (10) business days after its
     receipt of the Exercise Materials or
     Conversion Materials, execute or cause to be
     executed and delivered to Holder a
     certificate or certificates representing the
     number of Warrant Shares specified in the
     Exercise Notice or if Holder delivered a
     Conversion Notice, the number of shares of
     Common Stock issuable upon conversion of this
     Warrant (whichever is applicable), together
     with cash in lieu of any fraction of a share,
     and, (x) if the Warrant is exercised in full,
     a copy of this Warrant marked "Exercised," or
     (y) if the Warrant is partially exercised, a
     copy of this Warrant marked "Partially
     Exercised" together with a new Warrant on the
     same terms for the unexercised balance of the
     Warrant Shares, or (z) if the Warrant is
     converted, a copy of this Warrant marked
     "Converted."  The stock certificate or
     certificates shall be registered in the name
     of the registered Holder of this Warrant or
     such other name or names as shall be
     designated in the Exercise Notice or
     Conversion Notice.  The date on which the
     Warrant shall be deemed to have been
     exercised or converted (the "Effective
     Date"), and the date the person in whose name
     any certificate evidencing the Common Stock
     issued upon the exercise or conversion hereof
     is issued shall be deemed to have become the
     holder of record of such shares, shall be the
     date the Company receives the Exercise
     Materials or Conversion Materials,
     irrespective of the date of delivery of a
     certificate or certificates evidencing the
     Common Stock issued upon the exercise or
     conversion hereof, except that, if the date
     on which the Exercise Materials or Conversion
     Materials are received by the Company is a
     date on which the stock transfer books of the
     Company are closed, the Effective Date shall
     be the date the Company receives the Exercise
     Materials or Conversion Materials, and the
     date such person shall be deemed to have
     become the holder of the Common Stock issued
     upon the exercise or conversion hereof shall
     be the next succeeding date on which the
     stock transfer books are open.   All shares
     of Common Stock issued upon the exercise or
     conversion of this Warrant will, upon
     issuance, be fully paid and nonassessable and
     free from all taxes, liens, and charges with
     respect thereto.
     (d)  If the Company shall fail to issue to
     Holder within ten (10) business days
     following the Effective Date a certificate
     for the number of shares of Common Stock to
     which such holder is entitled upon such
     holder's exercise or conversion of this
     Warrant, in addition to all other available
     remedies which such holder may pursue
     hereunder and the Series 1 Bridge Note
     Purchase and Security Agreement between the
     Company and the initial holder of the Warrant
     (the "Securities Purchase Agreement")
     including indemnification pursuant to Section
     7.18 thereof (all of which shall be
     cumulative), the Company shall pay additional
     damages to such holder on each day after the
     Effective Date, an amount equal to 1.0% of
     the product of (A) the number of Warrant
     Shares not issued to Holder and to which
     Holder is entitled multiplied by (B) the
     Closing Bid Price of the Common Stock on the
     Effective Date. Such damages shall be
     computed daily and are due and payable daily.

Section 2.     Adjustments to Warrant Shares.
The number of Warrant Shares issuable upon the exercise
hereof shall be subject to adjustment as follows:
     (a)  In the event the Company is a party to a
     consolidation, share exchange, or merger, or
     the sale of all or substantially all of the
     assets of the Company to, any person, or in
     the case of any consolidation or merger of
     another corporation into the Company in which
     the Company is the surviving corporation, and
     in which there is a reclassification or
     change of the shares of Common Stock of the
     Company, this Warrant shall after such
     consolidation, share exchange, merger, or
     sale be exercisable for the kind and number
     of securities or amount and kind of property
     of the Company or the corporation or other
     entity resulting from such share exchange,
     merger, or consolidation, or to which such
     sale shall be made, as the case may be (the
     "Successor Company"), to which a holder of
     the number of shares of Common Stock
     deliverable upon the exercise (immediately
     prior to the time of such consolidation,
     share exchange, merger, or sale) of this
     Warrant would have been entitled upon such
     consolidation, share exchange, merger, or
     sale; and in any such case appropriate
     adjustments shall be made in the application
     of the provisions set forth herein with
     respect to the rights and interests of the
     registered Holder of this Warrant, such that
     the provisions set forth herein shall
     thereafter correspondingly be made
     applicable, as nearly as may reasonably be,
     in relation to the number and kind of
     securities or the type and amount of property
     thereafter deliverable upon the exercise of
     this Warrant.  The above provisions shall
     similarly apply to successive consolidations,
     share exchanges, mergers, and sales.  Any
     adjustment required by this Section 2 (a)
     because of a consolidation, share exchange,
     merger, or sale shall be set forth in an
     undertaking delivered to the registered
     Holder of this Warrant and executed by the
     Successor Company which provides that the
     Holder of this Warrant shall have the right
     to exercise this Warrant for the kind and
     number of securities or amount and kind of
     property of the Successor Company or to which
     the holder of a number of shares of Common
     Stock deliverable upon exercise (immediately
     prior to the time of such consolidation,
     share exchange, merger, or sale) of this
     Warrant would have been entitled upon such
     consolidation, share exchange, merger, or
     sale.  Such undertaking shall also provide
     for future adjustments to the number of
     Warrant Shares and the Exercise Price in
     accordance with the provisions set forth in
     Section 2 hereof.
     (b)  In the event the Company should at any
     time, or from time to time after the Original
     Issue Date, fix a record date for the
     effectuation of a stock split or subdivision
     of the outstanding shares of Common Stock or
     the determination of holders of Common Stock
     entitled to receive a dividend or other
     distribution payable in additional shares of
     Common Stock, or securities or rights
     convertible into, or entitling the holder
     thereof to receive directly or indirectly,
     additional shares of Common Stock
     (hereinafter referred to as "Common Stock
     Equivalents") without payment of any
     consideration by such holder for the
     additional shares of Common Stock or the
     Common Stock Equivalents (including the
     additional shares of Common Stock issuable
     upon exercise or exercise thereof), then, as
     of such record date (or the date of such
     dividend, distribution, split, or subdivision
     if no record date is fixed), the number of
     Warrant Shares issuable upon the exercise
     hereof shall be proportionately increased and
     the Exercise Price shall be appropriately
     decreased by the same proportion as the
     increase in the number of outstanding Common
     Stock Equivalents of the Company resulting
     from the dividend, distribution, split, or
     subdivision.  Notwithstanding the preceding
     sentence, no adjustment shall be made to
     decrease the Exercise Price below $.10 per
     Share.
     (c)  In the event the Company should at any
     time or from time to time after the Original
     Issue Date, fix a record date for the
     effectuation of a reverse stock split, or a
     transaction having a similar effect on the
     number of outstanding shares of Common Stock
     of the Company, then, as of such record date
     (or the date of such reverse stock split or
     similar transaction if no record date is
     fixed), the number of Warrant Shares issuable
     upon the exercise hereof shall be
     proportionately decreased and the Exercise
     Price shall be appropriately increased by the
     same proportion as the decrease of the number
     of outstanding Common Stock Equivalents
     resulting from the reverse stock split or
     similar transaction.
     (d)  In the event the Company should at any
     time or from time to time after the Original
     Issue Date, fix a record date for a
     reclassification of its Common Stock, then,
     as of such record date (or the date of the
     reclassification if no record date is set),
     this Warrant shall thereafter be convertible
     into such number and kind of securities as
     would have been issuable as the result of
     such reclassification to a holder of a number
     of shares of Common Stock equal to the number
     of Warrant Shares issuable upon exercise of
     this Warrant immediately prior to such
     reclassification, and the Exercise Price
     shall be unchanged.
     (e)  The Company will not, by amendment of
     its Articles of Organization or through
     reorganization, consolidation, merger,
     dissolution, issue, or sale of securities,
     sale of assets or any other voluntary action,
     void or seek to avoid the observance or
     performance of any of the terms of the
     Warrant, but will at all times in good faith
     assist in the carrying out of all such terms
     and in the taking of all such actions as may
     be necessary or appropriate in order to
     protect the rights of the Holder against
     dilution or other impairment.  Without
     limiting the generality of the foregoing, the
     Company (x) will not create a par value of
     any share of stock receivable upon the
     exercise of the Warrant above the amount
     payable therefor upon such exercise, and (y)
     will take all such action as may be necessary
     or appropriate in order that the Company may
     validly and legally issue fully paid and non-
     assessable shares upon the exercise of the
     Warrant.
     (f)  When any adjustment is required to be
     made in the number or kind of shares
     purchasable upon exercise of the Warrant, or
     in the Exercise Price, the Company shall
     promptly notify the Holder of such event and
     of the number of shares of Common Stock or
     other securities or property thereafter
     purchasable upon exercise of the Warrants and
     of the Exercise Price, together with the
     computation resulting in such adjustment.
     (g)  The Company covenants and agrees that
     all Warrant Shares which may be issued will,
     upon issuance, be validly issued, fully paid,
     and non-assessable.  The Company further
     covenants and agrees that the Company will at
     all times have authorized and reserved, free
     from preemptive rights, a sufficient number
     of shares of its Common Stock to provide for
     the exercise of the Warrant in full.

Section 3.     No Stockholder Rights.
This Warrant shall not entitle the Holder hereof to any
voting rights or other rights as a stockholder of the
Company.

Section 4.     Transfer of Securities.
     (a)  This Warrant and the Warrant Shares and
     any shares of capital stock received in
     respect thereof, whether by reason of a stock
     split or share reclassification thereof, a
     stock dividend thereon, or otherwise, shall
     not be transferable except upon compliance
     with the provisions of the Securities Act of
     1933, as amended (the "Securities Act") and
     applicable state securities laws with respect
     to the transfer of such securities.  The
     Holder of this Warrant, by acceptance of this
     Warrant, agrees to be bound by the provisions
     of Section 4 hereof and to indemnify and hold
     harmless the Company against any loss or
     liability arising from the disposition of
     this Warrant or the Warrant Shares issuable
     upon exercise hereof or any interest in
     either thereof in violation of the provisions
     of this Warrant.
     (b)  Each certificate for the Warrant Shares
     and any shares of capital stock received in
     respect thereof, whether by reason of a stock
     split or share reclassification thereof, a
     stock dividend thereon or otherwise, and each
     certificate for any such securities issued to
     subsequent transferees of any such
     certificate shall (unless otherwise permitted
     by the provisions hereof) be stamped or
     otherwise imprinted with a legend in
     substantially the following form:
Legend for Warrant Shares or other shares of capital
stock:

     NEITHER THIS WARRANT NOR THE SHARES OF COMMON
     STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
     REGISTERED UNDER THE SECURITIES ACT OF  1933,
     AS   AMENDED,   OR   ANY   APPLICABLE   STATE
     SECURITIES  LAW AND NEITHER MAY  BE  SOLD  OR
     OTHERWISE    TRANSFERRED    UNTIL    (I)    A
     REGISTRATION STATEMENT UNDER SUCH  SECURITIES
     ACT AND SUCH APPLICABLE STATE SECURITIES LAWS
     SHALL   HAVE  BECOME  EFFECTIVE  WITH  REGARD
     THERETO,  OR  (II)  THE  COMPANY  SHALL  HAVE
     RECEIVED   A   WRITTEN  OPINION  OF   COUNSEL
     ACCEPTABLE TO THE COMPANY TO THE EFFECT  THAT
     REGISTRATION  UNDER SUCH SECURITIES  ACT  AND
     SUCH APPLICABLE STATE SECURITIES LAWS IS  NOT
     REQUIRED  IN  CONNECTION WITH  SUCH  PROPOSED
     TRANSFER.

Section 5.     Miscellaneous.
     (a)  The terms of this Warrant shall be
     binding upon and shall inure to the benefit
     of any successors or assigns of the Company
     and of the holder or holders hereof and of
     the Common Stock issued or issuable upon the
     exercise hereof.
     (b)  Except as otherwise provided herein,
     this Warrant and all rights hereunder are
     transferable by the registered holder hereof
     in person or by duly authorized attorney on
     the books of the Company upon surrender of
     this Warrant, properly endorsed, to the
     Company.  The Company may deem and treat the
     registered holder of this Warrant at any time
     as the absolute owner hereof for all purposes
     and shall not be affected by any notice to
     the contrary.
     (c)  Notwithstanding any provision herein to
     the contrary, Holder hereof may not exercise,
     sell, transfer, or otherwise assign this
     Warrant unless the Company is provided with
     an opinion of counsel satisfactory in form
     and substance to the Company, to the effect
     that such exercise, sale, transfer, or
     assignment would not violate the Securities
     Act or applicable state securities laws.
     (d)  This Warrant may be divided into
     separate Warrants covering one share of
     Common Stock or any whole multiple thereof,
     for the total number of shares of Common
     Stock then subject to this Warrant at any
     time, or from time to time, upon the request
     of the registered holder of this Warrant and
     the surrender of the same to the Company for
     such purpose.  Such subdivided Warrants shall
     be issued promptly by the Company following
     any such request and shall be of the same
     form and tenor as this Warrant, except for
     any requested change in the name of the
     registered holder stated herein.
     (e)  All notices, requests, demands, and
     other communications required or permitted
     under this Warrant and the transactions
     contemplated herein shall be in writing and
     shall be deemed to have been duly given,
     made, and received when personally delivered
     the day after deposited with a recognized
     national overnight delivery service prior to
     its dead-line for receiving packages for next
     day delivery or upon the fifth day after
     deposited in the United States registered or
     certified mail with postage prepaid, return
     receipt requested, in each case addressed as
     set forth below:
     If to the Company:

                         Cambex Corporation
                         360 Second Avenue
                         Waltham, Massachusetts 02451
                         Attention: Peter Kruy,
                         Executive Vice President
                         Tel: (781) 890-6000
                         Fax: (781) 890-2899

          If to the Holder hereof, to the address of
     such Holder appearing on the books of the Company.
          (g)  This Agreement and each Warrant Certificate
               hereunder 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 that any action
               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.

          [Signatures on the following page]


                    SIGNATURE PAGE
                          TO
                        COMPANY
             COMMON STOCK PURCHASE WARRANT

IN WITNESS WHEREOF, the Company, has caused this
Warrant to be executed in its name by its duly
authorized officers under its corporate seal, and to be
dated as of the date first above written.


                                   CAMBEX CORPORATION

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

                                        [CORPORATE
SEAL]