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
              ATTACHED REPRICING WARRANT

Warrant No. SCA/RPW-____                            __,000 shares

         Original Issue Date: January 18, 2000
THIS CERTIFIES THAT, FOR VALUE RECEIVED,
_______________ {Purchaser of Bridge Notes} or its
assigns (the "Holder") is entitled to purchase, on the
terms and conditions hereinafter set forth, on the
Repricing Date but not thereafter, a number of shares
of the Common Stock, par value $.10 (the "Common
Stock"), of CAMBEX CORPORATION, a Massachusetts
corporation (the "Company"), determined in accordance
with Section 2 hereof, at a price of $.10 per share
(the "Exercise Price").  Each share of Common Stock as
to which this Repricing Warrant is exercisable is a
"Repricing Share" and all such shares are collectively
referred to as the "Repricing Shares."   This Repricing
Warrant shall remain attached to the Series 1 Bridge
Financing Note issued to Holder on the Original Issue
Date (the "Bridge Note"), until conversion of the
Bridge Note, at which time it shall automatically
detach.

Section 1.     Definitions.
The following capitalized terms are not defined
elsewhere in this Repricing Warrant, and are used
herein with the meanings thereafter ascribed:
"Average Market Price" means, the greater of (a)
arithmetic mean of the Closing Bid Prices of the Common
Stock for each trading day in a ninety (90) day period
which commences on the Conversion Date or (b) the
Repricing Floor. For purposes of this Agreement, the
term " Repricing Floor" shall mean the lesser of (x)
$1.65 or (y) if the Repricing Event occurs, the average
Closing Bid Price of the common stock for the thirty
(30) day period immediately prior to the Maturity Date.
For purposes of this Repricing Warrant, the "Repricing
Event" will occur in the event that the Company suffers
a 10% or greater decline in gross revenues per fiscal
quarter for two consecutive quarters, beginning with
the 1st quarter of 2000 (assuming for this purpose that
the Company is on a 12/31 fiscal year).
"Closing Bid Price" means, the last closing bid price
of the Common Stock 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);
"Conversion Date" means the date of issuance of common
stock issued upon Holder converting the Bridge Note.
"Conversion Price" means $________, the conversion
price of the Bridge Note.
"Conversion Shares" means the number of shares of
Common Stock issued upon conversion of the Bridge Note
that are sold on or before the Expiration Date at a
price less than 120% of the Conversion Price.
"Expiration Date" means the ninetieth (90th) day after
the Conversion Date.
"Repricing Date" means the ninety-first (91st) day
after the Conversion Date.

Section 2.     Determination of Number of Repricing
Shares.
The number of Repricing Shares issuable upon exercise
of this Repricing Warrant shall be determined on the
Repricing Date.  The number of Repricing Shares shall
be equal to: the number of Conversion Shares multiplied
by a fraction, (a) the numerator of which is the
Conversion Price minus the Average Market Price and (b)
the denominator of which is the Average Market Price.
Holder shall be required to submit copies of trade
confirmations establishing the sales price for all
Conversion Shares in the event of any exercise of this
Warrant under Section 3, below. In the case of a
dispute as to the determination of the Average Market
Price or the arithmetic calculation of the Exercise
Price, the Company shall promptly issue to such
Holder(s) the number of shares of Common Stock that is
not disputed and shall submit the disputed
determinations or arithmetic calculations to the holder
via facsimile within three (3) business days of receipt
of such holder's Conversion Notice.  If such Holder(s)
and the Company are unable to agree upon the
determination of the Average Market Price or arithmetic
calculation of the Exercise Price within two (2)
business days of such disputed determination or
arithmetic calculation being submitted to the holder,
then the Company shall within one (1) business day
submit via facsimile (A) the disputed determination of
the Average Market Price to an independent, reputable
investment bank or (B) the disputed arithmetic
calculation of the Exercise Price to its independent,
outside accountant.  The Company shall cause the
investment bank or the accountant, as the case may be,
to perform the determinations or calculations and
notify the Company and such Holders of the results no
later than forty-eight (48) hours from the time it
receives the disputed determinations or calculations.
Such investment bank's or accountant's determination or
calculation, as the case may be, shall be binding upon
all parties absent manifest error. In the event that
the Average Market Price is greater than the Conversion
Price on the Repricing Date then this Repricing Warrant
shall expire and be of no further force and effect.

Section 3.     Exercise of Warrant; Conversion of
Warrant; Election to Pay Cash.
     (a)  This Warrant may, at the option of the
     Holder, be exercised in whole but not in part
     on the Repricing Date 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 Repricing 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 Repricing
     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, be converted into Common Stock in
     whole but not in part, if and only if the
     Value 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
     Repricing 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 Repricing Shares
     then issuable upon exercise of this Warrant
     (assuming an exercise for cash) multiplied by
     the difference between (A) the Average Market
     Price minus (B) the then effective Exercise
     Price divided by (y) the Average Market
     Price.  Any fraction resulting from the
     calculation of the number of Repricing Shares
     then issuable in a conversion of this
     Repricing Warrant shall be truncated.
     (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 Repricing 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 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 date of receipt by the Company
     or the Transfer Agent of the Exercise
     Materials or the Conversion Materials, 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 under this Warrant and
     the Series 1 Bridge Note Purchase Agreement
     between the Company and the initial holder of
     the Warrant (the "Securities Purchase
     Agreement") including indemnification
     pursuant to Section 7.18 thereof, 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 Repricing 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.
     (e)  The Company may, in lieu of issuing the
     Repricing Shares pay Holder an amount equal
     to the number of Repricing Shares issuable on
     the Effective Date multiplied by the Average
     Market Price (the "Payment Amount").  In such
     event, the Company shall be obligated to
     deliver the Payment Amount to Holder within
     ten (10) business days following the
     Effective Date.  If the Company shall fail to
     deliver the Payment Amount within ten (10)
     business days after the Effective Date, in
     addition to all other available remedies
     which Holder may pursue at law or equity,
     including indemnification pursuant to Section
     7.18 of the Securities Purchase Agreement,
     the Company shall pay additional damages to
     Holder on each day after the Effective Date,
     until the Payment Amount has been paid, an
     amount equal to 1.0% of the Payment Amount.
     Such damages shall be computed daily and are
     due and payable daily.

Section 4.     Adjustments to Repricing Shares.
The number of Repricing 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
     Repricing 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
     Repricing 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 Repricing 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 Repricing 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 Certificate of Incorporation 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 Repricing 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 5.     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 6.     Transfer of Securities.
     (a)  This Warrant and the Repricing 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 Repricing Shares issuable
     upon exercise hereof or any interest in
     either thereof in violation of the provisions
     of this Warrant.
     (b)  Each certificate for the Repricing
     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 Repricing 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 7.     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.
(f)  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 the party against whom the action is
brought is principally located, and both parties agree
that such courts 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
              ATTACHED REPRICING 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]