REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT ("Agreement"), is
made and entered into as of the 18th day of January,
2000, by and among CAMBEX CORPORATION, a Massachusetts
corporation (the "Company"), and the Persons listed on
the Purchaser Signature Pages hereto (each of whom is
individually referred to as a "Purchaser" and all of
whom collectively are referred to as the "Purchasers").
Defined terms used and not otherwise defined in this
Agreement shall have the meanings ascribed to them in
the Purchase Agreement (defined below).

                      BACKGROUND

In connection with the consummation of the transactions
contemplated by that Series 1 Bridge Note Purchase and
Security Agreement (the "Purchase Agreement") of even
date herewith by and among the Company and the
Purchasers, the Company has agreed, upon the terms and
subject to the conditions of the Purchase Agreement, to
issue and sell to the Purchasers from time to time up
to $2,000,000 in principal amount of its Series 1
Convertible Bridge Financing Notes (the "Series 1
Bridge Notes") together with Common Stock Purchase
Warrants (the "Purchaser Warrants").  Attached to the
Series 1 Bridge Notes are Repricing Warrants (the
"Repricing Warrants").  Collectively, the Series 1
Bridge Notes, the Purchaser Warrants, and the Repricing
Warrants are hereinafter collectively referred to as
the "Purchased Securities").  The Series 1 Bridge Notes
are convertible into, and the Purchaser Warrants and
the Repricing Warrants are exercisable for, shares of
the Company's common stock, $.01 par value per share
(the "Common Stock").  The Common Stock issuable upon
conversion of the Series 1 Bridge Notes is hereinafter
referred to as the "Conversion Shares," the Common
Stock issuable upon exercise of the Purchaser Warrants
is hereinafter referred to as the "Purchaser Warrant
Shares," and the Common Stock issuable upon exercise of
the Repricing Warrants is hereinafter called the
"Repricing Warrant Shares."  To induce Purchasers to
execute and deliver the Purchase Agreement, the Company
has agreed to file a Registration Statement covering
the Conversion Shares, the Purchaser Warrant Shares,
and the Repricing Warrant Shares, under the Securities
Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute
(collectively, the "1933 Act"), and applicable state
securities laws.

                       AGREEMENT

For and in consideration of the premises and the mutual
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Purchasers
hereby agree as follows:

Section 1.     Definitions.
     As used in this Agreement, the following
     capitalized terms are used with the meanings
     there after ascribed:
     (a)  "Investor" means any Purchaser and any
     transferee or assignee thereof to whom any
     Purchaser assigns its rights under this
     Agreement and who agrees to become bound by
     the provisions of this Agreement in
     accordance with Section 9.
     (b)  "Person" means a corporation, a limited
     liability company, an association, a
     partnership, an organization, a business, an
     individual, a governmental or political
     subdivision thereof, or a governmental
     agency.
     (c)  "Register," "registered," and
     "registration" refer to a registration
     effected by preparing and filing one or more
     Registration Statements in compliance with
     the 1933 Act and pursuant to Rule 415 under
     the 1933 Act or any successor rule providing
     for offering securities on a continuous basis
     ("Rule 415"), and the declaration or ordering
     of effectiveness of such Registration
     Statement(s) by the United States Securities
     and Exchange Commission (the "SEC").
     (d)  "Registrable Securities" means the
     Conversion Shares, the Purchaser Warrant
     Shares, the Repricing Warrant Shares, and
     shares of Common Stock issuable upon
     conversion of Warrant Certificates
     ("Placement Warrant Shares") issued to the
     Placement Agent pursuant to the Warrant
     Agreement between the Placement Agent and the
     Company, and any shares of capital stock
     issued or issuable with respect to the
     Purchased Securities, Conversion Shares, the
     Purchaser Warrant Shares, Repricing Warrant
     Shares, or the Placement Warrant Shares as a
     result of any stock split, stock dividend,
     recapitalization, exchange, or similar event.
     (e)  "Registration Statement" means a
     registration statement of the Company filed
     under the 1933 Act.
Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in
the Purchase Agreement.

Section 2.     Registration.
     (a)  Mandatory Registration.  The Company
     shall prepare and file with the SEC a
     Registration Statement or Registration
     Statements (as is necessary) on Form S-3 (or,
     if such form is unavailable for such a
     registration, on such other form as is
     available for such a registration, subject to
     the consent of each Purchaser and the
     provisions of Section Error! Reference source
     not found.(e), which consent will not be
     unreasonably withheld), covering the resale
     of all of the Registrable Securities, within
     ninety (90) days after the first to occur of
     (1) the issuance, sale, and delivery of
     $2,000,000 in principal amount of, or (2) the
     date the Company receives written notice from
     Sovereign Capital Advisors, LLC of
     termination of further offers of the Series 1
     Bridge Notes (the "Filing Deadline").  The
     Registration Statement(s) shall state that,
     in accordance with Rule 416 promulgated under
     the 1933 Act, such Registration Statement(s)
     also covers such indeterminate number of
     additional shares of Common Stock as may
     become issuable (i) upon conversion of the
     Series 1 Bridge Notes and exercise of the
     Purchaser Warrants to prevent dilution
     resulting from stock splits, stock dividends,
     or similar transactions, and (ii) by reason
     of the Repricing Warrants in accordance with
     the terms thereof.  Such Registration
     Statement shall initially register for resale
     1,800,000 shares of the Company's Common
     Stock, representing 1,400,000 shares for
     Conversion Shares and Repricing Warrant
     Shares, 300,000 for Purchaser Warrant Shares,
     and 100,000 shares for Placement Warrant
     Shares, subject to adjustment as provided in
     Section Error! Reference source not found.(b)
     hereof, and such registered shares of Common
     Stock shall be allocated among the Investors
     pro rata based on the total number of
     Registrable Securities issued or issuable as
     of each date that a Registration Statement,
     as amended, relating to the resale of the
     Registrable Securities is declared effective
     by the SEC.  The Company shall use its best
     efforts to have the Registration Statement
     declared effective by the SEC within one
     hundred twenty (120) days after the Filing
     Deadline (the "Registration Deadline").  The
     Company shall permit the registration
     statement to become effective within five (5)
     business days after receipt of a "no review"
     notice from the SEC.  Such Registration
     Statement shall be kept current and effective
     for a period of twelve (12) months from the
     Closing Date.
     (b)  Underwritten Offering.  If any offering
     pursuant to a Registration Statement pursuant
     to Section Error! Reference source not
     found.(a) involves an underwritten offering,
     the Purchasers shall have the right to select
     one legal counsel and an investment banker or
     bankers and manager or managers to administer
     their interest in the offering, which
     investment banker or bankers or manager or
     managers shall be reasonably satisfactory to
     the Company.
     (c)  Piggy-Back Registrations.  If at any
     time prior to the expiration of the
     Registration Period (as hereinafter defined)
     the Company proposes to file with the SEC a
     Registration Statement relating to an
     offering for its own account or the account
     of others under the 1933 Act of any of its
     securities (other than on Form S-4 or Form S-
     8 or their then equivalents relating to
     securities to be issued solely in connection
     with any acquisition of any entity or
     business or equity securities issuable in
     connection with stock option or other
     employee benefit plans) the Company shall
     promptly send to each Investor who is
     entitled to registration rights under this
     Section Error! Reference source not found.(c)
     written notice of the Company's intention to
     file a Registration Statement and of such
     Investor's rights under this Section Error!
     Reference source not found.(c) and, if within
     twenty (20) days after receipt of such
     notice, such Investor shall so request in
     writing, the Company shall include in such
     Registration Statement all or any part of the
     Registrable Securities such Investor requests
     to be registered, subject to the priorities
     set forth in Section Error! Reference source
     not found.(d) below.  No right to
     registration of Registrable Securities under
     this Section Error! Reference source not
     found.(c) shall be construed to limit any
     registration required under Section Error!
     Reference source not found.(a) hereof.  The
     obligations of the Company under this Section
     Error! Reference source not found.(c) may be
     waived by Investors holding a majority of the
     Registrable Securities.  If an offering in
     connection with which an Investor is entitled
     to registration under this Section Error!
     Reference source not found.(c) is an
     underwritten offering, then each Investor
     whose Registrable Securities are included in
     such Registration Statement shall, unless
     otherwise agreed by the Company, offer and
     sell such Registrable Securities in an
     underwritten offering using the same
     underwriter or underwriters and, subject to
     the provisions of this Agreement, on the same
     terms and conditions as other shares of
     Common Stock included in such underwritten
     offering.
     (d)  Priority in Piggy-Back Registration
     Rights in connection with Registrations for
     Company Account.  If the registration
     referred to in Section Error! Reference
     source not found.(c) is to be an underwritten
     public offering for the account of the
     Company and the managing underwriter(s)
     advise the Company in writing, that in their
     reasonable good faith opinion, marketing or
     other factors dictate that a limitation on
     the number of shares of Common Stock which
     may be included in the Registration Statement
     is necessary to facilitate and not adversely
     affect the proposed offering, then the
     Company shall include in such registration:
     (i) first, all securities the Company
     proposes to sell for its own account, (ii)
     second, up to the full number of securities
     proposed to be registered for the account of
     the holders of securities entitled to
     inclusion of their securities in the
     Registration Statement by reason of demand
     registration rights, and (iii) third, the
     securities requested to be registered by the
     Investors and other holders of securities
     entitled to participate in the registration,
     drawn from them pro rata based on the number
     each has requested to be included in such
     registration.
     (e)  Eligibility for Form S-3.  The Company
     represents, warrants covenants that it has
     filed and shall file all reports required to
     be filed by the Company with the SEC in a
     timely manner so as to obtain and maintain
     such eligibility for the use of Form S-3.  In
     the event that Form S-3 is not available for
     sale by the Investors of the Registrable
     Securities, then (i) the Company, with the
     consent of each Investor pursuant to Section
     Error! Reference source not found.(a), shall
     register the sale of the Registrable
     Securities on another appropriate form, such
     as Form SB-2 and (ii) the Company shall
     undertake to register the Registrable
     Securities on Form S-3 as soon as such form
     is available. In the event that Form S-3 is
     not available to the Company after the
     Closing Date and prior to the Filing
     Deadline, then the applicable time period
     provided for filing in Section 2(a) above
     shall become "sixty (60)"days instead of
     "ninety (90)"days.

Section 3.     Related Obligations.
Whenever an Investor has requested that any Registrable
Securities be registered pursuant to Section Error!
Reference source not found.(c) hereof, or at such time
as the Company is obligated to file a Registration
Statement with the SEC pursuant to Section Error!
Reference source not found.(a) hereof, the Company will
use its best efforts to effect the registration of the
Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto,
the Company shall have the following obligations:
     (a)  The Company shall promptly prepare and
     file with the SEC a Registration Statement
     with respect to the Registrable Securities
     (on or prior to the Filing Deadline), for the
     registration of Registrable Securities
     pursuant to Section Error! Reference source
     not found.(a) and use its best efforts to
     cause such Registration Statement(s) relating
     to Registrable Securities to become effective
     as soon as possible after such filing and in
     any event by the Registration Date, and keep
     the Registration Statement(s) effective
     pursuant to Rule 415 at all times until the
     later of (i) the date as of which the
     Investors may sell all of the Registrable
     Securities without restriction pursuant to
     Rule 144(k) promulgated under the 1933 Act
     (or successor thereto) or (ii) the date on
     which (A) the Investors shall have sold all
     the Registrable Securities and (B) none of
     the Series 1 Bridge Notes are outstanding
     (the "Registration Period"), which
     Registration Statement(s) (including any
     amendments or supplements thereto and
     prospectuses contained therein) shall not
     contain any untrue statement of a material
     fact or omit to state a material fact
     required to be stated therein, or necessary
     to make the statements therein, in light of
     the circumstances in which they were made,
     not misleading. In the event that the
     Company's Registration Statement is not filed
     and declared effective on or before the
     Maturity Date, then the Company agrees to pay
     to the holder of each Bridge Note a penalty
     equal to two percent (2%) of the outstanding
     principal amount then due under each such
     Bridge Note. In such event, this registration
     penalty shall become immediately payable by
     the Company without demand at the sole option
     of each such Holder, either in cash or by a
     number of shares of freely tradable Common
     Stock of the Company equal to the outstanding
     principal amount then due under each such
     Bridge Note divided by the average Closing
     Bid Price of the Company's Common Stock for
     the five trading days prior to the date such
     penalty payments are due.  Such registration
     penalties are due at the end of each thirty
     (30) day period beyond the Maturity Date, pro-
     rated for partial months, until the
     Registration Statement becomes effective.
     (b)  The Company shall prepare and file with
     the SEC such amendments (including post-
     effective amendments) and supplements to the
     Registration Statement(s) and the prospectus
     (es) used in connection with the Registration
     Statement(s), which prospectus (es) are to be
     filed pursuant to Rule 424 promulgated under
     the 1933 Act, as may be necessary to keep the
     Registration Statement(s) effective at all
     times during the Registration Period, and,
     during such period, comply with the
     provisions of the 1933 Act with respect to
     the disposition of all Registrable Securities
     of the Company covered by the Registration
     Statement(s) until such time as all of such
     Registrable Securities shall have been
     disposed of in accordance with the intended
     methods of disposition by the seller or
     sellers thereof as set forth in the
     Registration Statement(s).  In the event the
     number of shares available under a
     Registration Statement filed pursuant to this
     Agreement is insufficient to cover all of the
     Registrable Securities, the Company shall
     amend the Registration Statement, or file a
     new Registration Statement (on the short form
     available therefor, if applicable), or both,
     so as to cover all of the Registrable
     Securities, in each case, as soon as
     practicable, but in any event within fifteen
     (15) days after the necessity therefor arises
     (based on the market price of the Common
     Stock and other relevant factors on which the
     Company reasonably elects to rely).  The
     Company shall use its best efforts to cause
     such amendment and/or new Registration
     Statement to become effective as soon as
     practicable following the filing thereof.
     For purposes of the foregoing provision, the
     number of shares available under a
     Registration Statement shall be deemed
     "insufficient to cover all of the Registrable
     Securities" if at any time the number of
     Registrable Securities issued or issuable
     upon conversion of the Series 1 Bridge Notes
     together with the number of Registrable
     Securities issued or issuable upon exercise
     of the Purchaser Warrants and the Repricing
     Warrants is greater than the quotient
     determined by dividing (i) the number of
     shares of Common Stock available for resale
     under such Registration Statement by (ii)
     {1.0}.  For purposes of the calculation set
     forth in the foregoing sentence, any
     restrictions on the convertibility of the
     Series 1 Bridge Notes or exercise of the
     Purchaser Warrants and the Repricing Warrants
     shall be disregarded and such calculation
     shall assume that the Series 1 Bridge Notes
     are then convertible into shares of Common
     Stock at the then prevailing Conversion Price
     (as defined in the Series 1 Bridge Notes) and
     that the Purchaser Warrants and the Repricing
     Warrants are exercised at the then current
     exercise price.
     (c)  The Company shall furnish to each
     Investor whose Registrable Securities are
     included in the Registration Statement(s) and
     its legal counsel, without charge, (i)
     promptly after the same is prepared and filed
     with the SEC at least one copy of the
     Registration Statement and any amendment
     thereto, including financial statements and
     schedules, all documents incorporated therein
     by reference, and all exhibits, the
     prospectus (es) included in such Registration
     Statement(s) (including each preliminary
     prospectus) and all correspondence by or on
     behalf of the Company to the SEC or the staff
     of the SEC and all correspondence from the
     SEC or the staff of the SEC to the Company or
     its representatives, related to such
     Registration Statement(s), (ii) upon the
     effectiveness of any Registration Statement,
     ten (10) copies of the prospectus included in
     such Registration Statement and all
     amendments and supplements thereto (or such
     other number of copies as such Investor may
     reasonably request), and (iii) such other
     documents, including any preliminary
     prospectus, as such Investor may reasonably
     request in order to facilitate the
     disposition of the Registrable Securities
     owned by such Investor.
     (d)  The Company shall use reasonable efforts
     to (i) register and qualify the Registrable
     Securities covered by the Registration
     Statement(s) under such other securities or
     "blue sky" laws of such jurisdictions in the
     United States as any Investor reasonably
     requests, (ii) prepare and file in those
     jurisdictions, such amendments (including
     post-effective amendments) and supplements to
     such registrations and qualifications as may
     be necessary to maintain the effectiveness
     thereof during the Registration Period, (iii)
     take such other actions as may be necessary
     to maintain such registrations and
     qualifications in effect at all times during
     the Registration Period, and (iv) take all
     other actions reasonably necessary or
     advisable to qualify the Registrable
     Securities for sale in such jurisdictions;
     provided however, that the Company shall not
     be required in connection therewith or as a
     condition thereto to (A) qualify to do
     business in any jurisdiction where it would
     not otherwise be required to qualify but for
     this Section Error! Reference source not
     found.(d) hereof, (B) subject itself to
     general taxation in any such jurisdiction, or
     (C) file a general consent to service of
     process in any such jurisdiction.  The
     Company shall promptly notify each Investor
     who holds Registrable Securities of the
     receipt by the Company of any notification
     with respect to the suspension of the
     registration or qualification of any of the
     Registrable Securities for sale under the
     securities or "blue sky" laws of any
     jurisdiction in the United States or its
     receipt of actual notice of the initiation or
     threatening of any proceeding for such
     purpose.
     (e)  In the event Investors who hold a
     majority of the Registrable Securities being
     offered in the offering select underwriters
     for the offering, the Company shall enter
     into and perform its obligations under an
     underwriting agreement, in usual and
     customary form, including, without
     limitation, customary indemnification and
     contribution obligations, with the
     underwriters of such offering.
     (f)  As promptly as practicable after
     becoming aware of such event, the Company
     shall notify each Investor in writing of the
     happening of any event, of which the Company
     has knowledge, as a result of which, the
     prospectus included in a Registration
     Statement, as then in effect, includes an
     untrue statement of a material fact or
     omission to state a material fact required to
     be stated therein or necessary to make the
     statements therein, in light of the
     circumstances under which they were made, not
     misleading, and promptly prepare a supplement
     or amendment to the Registration Statement to
     correct such untrue statement or omission,
     and deliver ten (10) copies of such
     supplement or amendment to each Investor (or
     such other number of copies as such Investor
     may reasonably request).  The Company shall
     also promptly notify each Investor in writing
     (i) when a prospectus or any prospectus
     supplement or post-effective amendment has
     been filed, and when a Registration Statement
     or any post-effective amendment has become
     effective (notification of such effectiveness
     shall be delivered to each Investor by
     facsimile on the same day of such
     effectiveness and by overnight mail), (ii) of
     any request by the SEC for amendments or
     supplements to a Registration Statement or
     related prospectus or related information,
     and (iii) of the Company's reasonable
     determination that a post-effective amendment
     to a Registration Statement would be
     appropriate.
     (g)  The Company shall use its best efforts
     to prevent the issuance of any stop order or
     other suspension of effectiveness of a
     Registration Statement, or the suspension of
     the qualification of any of the Registrable
     Securities for sale in any jurisdiction and,
     if such an order or suspension is issued, to
     obtain the withdrawal of such order or
     suspension at the earliest possible moment,
     and to notify each Investor who holds
     Registrable Securities being sold (and, in
     the event of an underwritten offering, the
     managing underwriters) of the issuance of
     such order and the resolution thereof, or its
     receipt of actual notice of the initiation,
     or threatened initiation of any proceeding
     for such purpose.
     (h)  The Company shall permit each Investor a
     single firm of counsel or such other counsel
     as thereafter designated as selling
     stockholders' counsel by the Investors who
     hold a majority of the Registrable Securities
     being sold, to review and comment upon the
     Registration Statement(s) and all amendments
     and supplements thereto at least seven (7)
     days prior to their filing with the SEC, and
     not file any document in a form to which such
     counsel reasonably objects.  The Company
     shall not submit a request for acceleration
     of the effectiveness of a Registration
     Statement(s) or any amendment or supplement
     thereto without the prior approval of such
     counsel, which consent shall not be
     unreasonably withheld.
     (i)  At the request of the Investors who hold
     a majority of the Registrable Securities
     being sold, the Company shall furnish, on the
     date that Registrable Securities are
     delivered to an underwriter, if any, for sale
     in connection with the Registration Statement
     (i) if required by an underwriter, a letter,
     dated such date, from the Company's
     independent certified public accountants in
     form and substance as is customarily given by
     independent certified public accountants to
     underwriters in an underwritten public
     offering, addressed to the underwriters, and
     (ii) an opinion, dated as of such date, of
     counsel representing the Company for purposes
     of such Registration Statement, in form,
     scope, and substance as is customarily given
     in an underwritten public offering, addressed
     to the underwriters and the Investors.
     (j)  The Company shall make available for
     inspection by (i) any Investor, (ii) any
     underwriter participating in any disposition
     pursuant to a Registration Statement, (iii)
     one firm of attorneys and one firm of
     accountants or other agents retained by the
     Investors, and (iv) one firm of attorneys
     retained by all such underwriters
     (collectively, the "Inspectors") all
     pertinent financial and other records, and
     pertinent corporate documents and properties
     of the Company (collectively, the "Records"),
     as shall be reasonably deemed necessary by
     each Inspector to enable each Inspector to
     exercise its due diligence responsibility,
     and cause the Company's officers, directors,
     and employees to supply all information which
     any Inspector may reasonably request for
     purposes of such due diligence provided
     however, that each Inspector shall hold in
     strict confidence and shall not make any
     disclosure (except to an Investor) or use of
     any Record or other information which the
     Company determines in good faith to be
     confidential, and of which determination the
     Inspectors are so notified, unless (A) the
     disclosure of such Records is necessary to
     avoid or correct a misstatement or omission
     in any Registration Statement or is otherwise
     required under the 1933 Act, (B) the release
     of such Records is ordered pursuant to a
     final, non-appealable subpoena or order from
     a court or government body of competent
     jurisdiction, or (C) the information in such
     Records has been made generally available to
     the public other than by disclosure in
     violation of this or any other agreement.
     Each Investor agrees that it shall, upon
     learning that disclosure of such Records is
     sought in or by a court or governmental body
     of competent jurisdiction or through other
     means, give prompt notice to the Company and
     allow the Company, at its expense, to
     undertake appropriate action to prevent
     disclosure of, or to obtain a protective
     order for, the Records deemed confidential.
     (k)  The Company shall hold in confidence and
     not make any disclosure of information
     concerning an Investor provided to the
     Company unless (i) disclosure of such
     information is necessary to comply with
     federal or state securities laws, (ii) the
     disclosure of such information is necessary
     to avoid or correct a misstatement or
     omission in any Registration Statement, (iii)
     the release of such information is ordered
     pursuant to a subpoena or other final, non-
     appealable order from a court or governmental
     body of competent jurisdiction, or (iv) such
     information has been made generally available
     to the public other than by disclosure in
     violation of this or any other agreement.
     The Company agrees that it shall, upon
     learning that disclosure of such information
     concerning an Investor is sought in or by a
     court or governmental body of competent
     jurisdiction or through other means, give
     prompt written notice to such Investor and
     allow such Investor, at the Investor's
     expense, to undertake appropriate action to
     prevent disclosure of, or to obtain a
     protective order for, such information.
     (l)  The Company shall use its best efforts
     either to (i) cause all the Registrable
     Securities covered by a Registration
     Statement to be listed on each national
     securities exchange on which securities of
     the same class or series issued by the
     Company are then listed, if any, if the
     listing of such Registrable Securities is
     then permitted under the rules of such
     exchange, (ii) to secure designation and
     quotation of all the Registrable Securities
     covered by the Registration Statement on the
     NASDAQ National or Small Cap Market, (iii)
     if, despite the Company's best efforts to
     satisfy the preceding clause (i) or (ii), the
     Company is unsuccessful in satisfying the
     preceding clause (i) or (ii) to secure the
     inclusion for quotation on the NASDAQ
     National or Small Cap Market for such
     Registrable Securities or, (iv) if, despite
     the Company's best efforts to satisfy the
     preceding clause (iii), the Company is
     unsuccessful in satisfying the preceding
     clause (iii), to secure the inclusion for
     quotation on the over-the-counter market for
     such Registrable Securities, and, without
     limiting the generality of the foregoing, in
     the case of clause (iii) or (iv), to arrange
     for at least two market makers to register
     with the National Association of Securities
     Dealers, Inc. ("NASD") as such with respect
     to such Registrable Securities.  The Company
     shall pay all fees and expenses in connection
     with satisfying its obligation under this
     Section Error! Reference source not
     found.(1).
     (m)  The Company shall cooperate with the
     Investors who hold Registrable Securities
     being offered and, to the extent applicable,
     any managing underwriter or underwriters, to
     facilitate the timely preparation and
     delivery of certificates (not bearing any
     restrictive legend) representing the
     Registrable Securities to be offered pursuant
     to a Registration Statement and enable such
     certificates to be in such denominations or
     amounts, as the case may be, as the managing
     underwriter or underwriters, if any, or, if
     there is no managing underwriter or
     underwriters, the Investors may reasonably
     request and registered in such names as the
     managing underwriter or underwriters, if any,
     or the Investors may request.  Not later than
     the date on which any Registration Statement
     registering the resale of Registrable
     Securities is declared effective, the Company
     shall deliver to its transfer agent
     instructions, accompanied by any reasonably
     required opinion of counsel, that permit
     sales of unlegended securities in a timely
     fashion that complies with then mandated
     securities settlement procedures for regular
     way market transactions.
     (n)  The Company shall take all other
     reasonable actions necessary to expedite and
     facilitate disposition by the Investors of
     Registrable Securities pursuant to a
     Registration Statement.
     (o)  The Company shall provide a transfer
     agent and registrar of all such Registrable
     Securities not later than the effective date
     of such Registration Statement.
     (p)  If requested by the managing
     underwriters or an Investor, the Company
     shall immediately incorporate in a prospectus
     supplement or post-effective amendment such
     information as the managing underwriters and
     the Investors agree should be included
     therein relating to the sale and distribution
     of Registrable Securities, including, without
     limitation, information with respect to the
     number of Registrable Securities being sold
     to such underwriters, the purchase price
     being paid therefor by such underwriters, and
     with respect to any other terms of the
     underwritten (or best efforts underwritten)
     offering of the Registrable Securities to be
     sold in such offering; make all required
     filings of such prospectus supplement or post-
     effective amendment as soon as notified of
     the matters to be incorporated in such
     prospectus supplement or post-effective
     amendment; and supplement or make amendments
     to any Registration Statement if requested by
     a shareholder or any underwriter of such
     Registrable Securities.
     (q)  The Company shall use its best efforts
     to cause the Registrable Securities covered
     by the applicable Registration Statement to
     be registered with or approved by such other
     governmental agencies or authorities as may
     be necessary to consummate the disposition of
     such Registrable Securities.
     (r)  The Company shall otherwise use its best
     efforts to comply with all applicable rules
     and regulations of the SEC in connection with
     any registration hereunder.

Section 4.     Obligations of the Investors.
     (a)  At least seven (7) days prior to the
     first anticipated filing date of the
     Registration Statement, the Company shall
     notify each Investor in writing of the
     information the Company requires from each
     such Investor if such Investor elects to have
     any of such Investor's Registrable Securities
     included in the Registration Statement.  It
     shall be a condition precedent to the
     obligations of the Company to complete the
     registration pursuant to this Agreement with
     respect to the Registrable Securities of a
     particular Investor that such Investor shall
     furnish to the Company such information
     regarding itself, the Registrable Securities
     held by it, and the intended method of
     disposition of the Registrable Securities
     held by it as shall be reasonably required to
     effect the registration of such Registrable
     Securities, and shall execute such documents
     in connection with such registration as the
     Company may reasonably request.
     (b)  Each Investor by such Investor's
     acceptance of the Registrable Securities
     agrees to cooperate with the Company as
     reasonably requested by the Company in
     connection with the preparation and filing of
     the Registration Statement(s) hereunder,
     unless such Investor has notified the Company
     in writing of such Investor's election to
     exclude all of such Investor's Registrable
     Securities from the Registration Statement.
     (c)  In the event Investors holding a
     majority of the Registrable Securities being
     registered determine to engage the services
     of an underwriter, each Investor agrees to
     enter into and perform such Investor's
     obligations under an underwriting agreement,
     in usual and customary form, including,
     without limitation, customary indemnification
     and contribution obligations, with the
     managing underwriter of such offering and
     take such other actions as are reasonably
     required in order to expedite or facilitate
     the disposition of the Registrable
     Securities, unless such Investor notifies the
     Company in writing of such Investor's
     election to exclude all of such Investor's
     Registrable Securities from the Registration
     Statement(s).
     (d)  Each Investor agrees that, upon receipt
     of any notice from the Company of the
     happening of any event of the kind described
     in Section Error! Reference source not
     found.(g) or the first sentence of Error!
     Reference source not found.(f), such Investor
     will immediately discontinue disposition of
     Registrable Securities pursuant to the
     Registration Statement(s) covering such
     Registrable Securities until such Investor's
     receipt of the copies of the supplemented or
     amended prospectus contemplated by Section
     Error! Reference source not found.(g) or the
     first sentence of Error! Reference source not
     found.(f) and, if so directed by the Company,
     such Investor shall deliver to the Company
     (at the expense of the Company) or destroy
     all copies in such Investor's possession, of
     the prospectus covering such Registrable
     Securities current at the time of receipt of
     such notice.
     (e)  No Investor may participate in any
     underwritten registration hereunder unless
     such Investor (i) agrees to sell such
     Investor's Registrable Securities on the
     basis provided in any underwriting
     arrangements approved by the Investors
     entitled hereunder to approve such
     arrangements, (ii) completes and executes all
     questionnaires, powers of attorney,
     indemnities, underwriting agreements, and
     other documents reasonably required under the
     terms of such underwriting arrangements, and
     (iii) agrees to pay its pro rata share of all
     underwriting discounts and commissions.

Section 5.     Expenses of Registration.
All reasonable expenses, other than underwriting
discounts and commissions, incurred in connection with
registrations, filings, or qualifications pursuant to
Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers
and printing fees, accounting fees, and fees and
disbursements of counsel for the Company and fees and
disbursements of one counsel for the Investors, shall
be borne by the Company.

Section 6.     Indemnification.
In the event any Registrable Securities are included in
a Registration Statement under this Agreement:
     (a)  To the fullest extent permitted by law,
     the Company will, and hereby does, indemnify,
     hold harmless, and defend each Investor who
     holds such Registrable Securities, the
     directors, officers, partners, employees,
     agents, and each Person, if any, who controls
     any Investor within the meaning of the 1933
     Act or the Securities Exchange Act of 1934,
     as amended (the "1934 Act"), and any
     underwriter (as defined in the 1933 Act) for
     the Investors, and the directors and officers
     of, and each Person, if any, who controls,
     any such underwriter within the meaning of
     the 1933 Act or the 1934 Act (each, an
     "Indemnified Person"), against any losses,
     claims, damages, liabilities, judgments,
     fines, penalties, charges, costs, attorneys'
     fees, amounts paid in settlement or expenses,
     joint or several, (collectively, "Claims")
     incurred in investigating, preparing, or
     defending any action, claim, suit, inquiry,
     proceeding, investigation, or appeal taken
     from the foregoing by or before any court or
     governmental, administrative, or other
     regulatory agency, body or the SEC, whether
     pending or threatened, whether or not an
     indemnified party is or may be a party
     thereto ("Indemnified Damages"), to which any
     of them may become subject insofar as such
     Claims (or actions or proceedings, whether
     commenced or threatened, in respect thereof)
     arise out of or are based upon:  (i) any
     untrue statement or alleged untrue statement
     of a material fact in a Registration
     Statement or any post-effective amendment
     thereto or in any filing made in connection
     with the qualification of the offering under
     the securities or other "blue sky" laws of
     any jurisdiction in which Registrable
     Securities are offered ("Blue Sky Filing"),
     or the omission or alleged omission to state
     a material fact required to be stated therein
     or necessary to make the statements therein,
     in light of the circumstances under which the
     statements therein were made, not misleading,
     (ii) any untrue statement or alleged untrue
     statement of a material fact contained in any
     preliminary prospectus if used prior to the
     effective date of such Registration
     Statement, or contained in the final
     prospectus (as amended or supplemented, if
     the Company files any amendment thereof or
     supplement thereto with the SEC) or the
     omission or alleged omission to state therein
     any material fact necessary to make the
     statements made therein, in light of the
     circumstances under which the statements
     therein were made, not misleading, or, (iii)
     any violation or alleged violation by the
     Company of the 1933 Act, the 1934 Act, any
     other law, including, without limitation, any
     state securities law, or any rule or
     regulation thereunder relating to the offer
     or sale of the Registrable Securities
     pursuant to a Registration Statement (the
     matters in the foregoing clauses (i) through
     (iii) being, collectively, "Violations").
     Subject to the restrictions set forth in
     Section Error! Reference source not found.(d)
     with respect to the number of legal counsel,
     the Company shall reimburse the Investors and
     each such underwriter or controlling person,
     promptly as such expenses are incurred and
     are due and payable, for any legal fees or
     other reasonable expenses incurred by them in
     connection with investigating or defending
     any such Claim.  Notwithstanding anything to
     the contrary contained herein, the
     indemnification agreement contained in this
     Section Error! Reference source not
     found.(a):  (i) shall not apply to a Claim
     arising out of or based upon a Violation
     which occurs in reliance upon and in
     conformity with information furnished in
     writing to the Company by any Indemnified
     Person or underwriter for such Indemnified
     Person expressly for use in connection with
     the preparation of the Registration Statement
     or any such amendment thereof or supplement
     thereto, if such prospectus was timely made
     available by the Company pursuant to Section
     Error! Reference source not found.(c); (ii)
     with respect to any preliminary prospectus,
     shall not inure to the benefit of any such
     person from whom the person asserting any
     such Claim purchased the Registrable
     Securities that are the subject thereof (or
     to the benefit of any person controlling such
     person) if the untrue statement or mission of
     material fact contained in the preliminary
     prospectus was corrected in the prospectus,
     as then amended or supplemented, if such
     prospectus was timely made available by the
     Company pursuant to Section Error! Reference
     source not found.(c), and the Indemnified
     Person was promptly advised in writing not to
     use the incorrect prospectus prior to the use
     giving rise to a violation and such
     Indemnified Person, notwithstanding such
     advice, used (iii) shall not be available to
     the extent such Claim is based on a failure
     of the Investor to deliver or to cause to be
     delivered the prospectus made available by
     the Company, and (iv) shall not apply to
     amounts paid in settlement of any Claim if
     such settlement is effected without the prior
     written consent of the Company, which consent
     shall not be unreasonably withheld.  Such
     indemnity shall remain in full force and
     effect regardless of any investigation made
     by or on behalf of the Indemnified Person and
     shall survive the transfer of the Registrable
     Securities by the Investors pursuant to
     Section 9.
     (b)  In connection with any Registration
     Statement in which an Investor is
     participating, each such Investor agrees to
     severally and not jointly indemnify, hold
     harmless and defend, to the same extent and
     in the same manner as is set forth in Section
     Error! Reference source not found.(a), the
     Company, each of its directors, each of its
     officers who signs the Registration
     Statement, each Person, if any, who controls
     the Company within the meaning of the 1933
     Act or the 1934 Act (collectively and
     together with an Indemnified Person, an
     "Indemnified Party"), against any Claim or
     Indemnified Damages to which any of them may
     become subject, under the 1933 Act, the 1934
     Act, or otherwise, insofar as such Claim or
     Indemnified Damages arise out of or are based
     upon any Violation, in each case to the
     extent, and only to the extent, that such
     Violation occurs in reliance upon and in
     conformity with written information furnished
     to the Company by such Investor expressly for
     use in connection with such Registration
     Statement; and, subject to Section Error!
     Reference source not found.(d), such Investor
     will reimburse any legal or other expenses
     reasonably incurred by them in connection
     with investigating or defending any such
     Claim; provided however, that the indemnity
     agreement contained in this Section Error!
     Reference source not found.(b) and Section 7
     shall not apply to amounts paid in settlement
     of any Claim if such settlement is effected
     without the prior written consent of such
     Investor, which consent shall not be
     unreasonably withheld; provided further
     however, that the Investor shall be liable
     under this Section Error! Reference source
     not found.(b) for only that amount of a Claim
     or Indemnified Damages as does not exceed the
     net proceeds to such Investor as a result of
     the sale of Registrable Securities pursuant
     to such Registration Statement.  Such
     indemnity shall remain in full force and
     effect regardless of any investigation made
     by or on behalf of such Indemnified Party and
     shall survive the transfer of the Registrable
     Securities by the Investors pursuant to
     Section 9.  Notwithstanding anything to the
     contrary contained herein, the
     indemnification agreement contained in this
     Section Error! Reference source not found.(b)
     with respect to any preliminary prospectus
     shall not inure to the benefit of any
     Indemnified Party if the untrue statement or
     omission of material fact contained in the
     preliminary prospectus was corrected on a
     timely basis in the prospectus, as then
     amended or supplemented.
     (c)  The Company shall be entitled to receive
     indemnities from underwriters, selling
     brokers, dealer managers, and similar
     securities industry professionals
     participating in any distribution, to the
     same extent as provided above, with respect
     to information such persons so furnished in
     writing expressly for inclusion in the
     Registration Statement.
     (d)  Promptly after receipt by an Indemnified
     Person or Indemnified Party under this
     Section 6 of notice of the commencement of
     any action or proceeding (including any
     governmental action or proceeding) involving
     a Claim such Indemnified Person or
     Indemnified Party shall, if a Claim in
     respect thereof is to be made against any
     indemnifying party under this Section 6,
     deliver to the indemnifying party a written
     notice of the commencement thereof and the
     indemnifying party shall have the right to
     participate in, and, to the extent the
     indemnifying party so desires, jointly with
     any other indemnifying party similarly
     noticed, to assume control of the defense
     thereof with counsel mutually satisfactory to
     the indemnifying party and the Indemnified
     Person or the Indemnified Party, as the case
     may be; provided however, that an Indemnified
     Person or Indemnified Party shall have the
     right to retain its own counsel with the fees
     and expenses to be paid by the indemnifying
     party, if, in the reasonable opinion of
     counsel retained by the indemnifying party,
     the representation by such counsel of the
     Indemnified Person or Indemnified Party and
     the indemnifying party would be inappropriate
     due to actual or potential differing
     interests between such Indemnified Person or
     Indemnified Party and any other party
     represented by such counsel in such
     proceeding.  The Company shall pay reasonable
     fees for only one separate legal counsel for
     the Investors, and such legal counsel shall
     be selected by the Investors holding a
     majority in interest of the Registrable
     Securities included in the Registration
     Statement to which the Claim relates.  The
     Indemnified Party or Indemnified Person shall
     cooperate fully with the indemnifying party
     in connection with any negotiation or defense
     of any such action or claim by the
     indemnifying party and shall furnish to the
     indemnifying party all information reasonably
     available to the Indemnified Party or
     Indemnified Person which relates to such
     action or claim.  The indemnifying party
     shall keep the Indemnified Party or
     Indemnified Person fully apprised at all
     times as to the status of the defense or any
     settlement negotiations with respect thereto.
     No indemnifying party shall be liable for any
     settlement of any action, claim or proceeding
     effected without its written consent,
     provided however, that the indemnifying party
     shall not unreasonably withhold, delay or
     condition its consent.  No indemnifying party
     shall, without the consent of the Indemnified
     Party or Indemnified Person, consent to entry
     of any judgment or enter into any settlement
     or other compromise which does not include as
     an unconditional term thereof the giving by
     the claimant or plaintiff to such Indemnified
     Party or Indemnified Person of a release from
     all liability in respect to such claim or
     litigation.  Following indemnification as
     provided for hereunder, the indemnifying
     party shall be subrogated to all rights of
     the Indemnified Party or Indemnified Person
     with respect to all third parties, firms, or
     corporations relating to the matter for which
     indemnification has been made.  The failure
     to deliver written notice to the indemnifying
     party within a reasonable time of the
     commencement of any such action shall not
     relieve such indemnifying party of any
     liability to the Indemnified Person or
     Indemnified Party under this Section 6,
     except to the extent that the indemnifying
     party is prejudiced in its ability to defend
     such action.
     (e)  The indemnification required by this
     Section 6 shall be made by periodic payments
     of the amount thereof during the course of
     the investigation or defense, as and when
     bills are received or Indemnified Damages are
     incurred.
     (f)  The indemnity agreements contained
     herein shall be in addition to (i) any cause
     of action or similar right of the Indemnified
     Party or Indemnified Person against the
     indemnifying party or others, and (ii) any
     liabilities the indemnifying party may be
     subject to pursuant to the law.

Section 7.     Contribution.
To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying
party agrees to make the maximum contribution with
respect to any amounts for which it would otherwise be
liable under Section 6 to the fullest extent permitted
by law; provided however, that: (i) no contribution
shall be made under circumstances where the maker would
not have been liable for indemnification under the
fault standards set forth in Section 6; (ii) no seller
of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f)
of the 1933 Act) shall be entitled to contribution from
any seller of Registrable Securities who was not guilty
of fraudulent misrepresentation, and (iii) contribution
by any seller of Registrable Securities shall be
limited in amount to the net amount of proceeds
received by such seller from the sale of such
Registrable Securities.

Section 8.     Reports Under The 1934 Act.
With a view to making available to the Investors the
benefits of Rule 144 promulgated under the 1933 Act or
any other similar rule or regulation of the SEC that
may at any time permit the investors to sell securities
of the Company to the public without registration
("Rule 144"), the Company agrees to:
     (a)  Make and keep public information
     available, as those terms are understood and
     defined in Rule 144;
     (b)  file with the SEC in a timely manner all
     reports and other documents required of the
     Company under the 1933 Act and the 1934 Act
     so long as the Company remains subject to
     such requirements (it being understood that
     nothing herein shall limit the Company's
     obligations under Section 7.3 of the Purchase
     Agreement) and the filing of such reports and
     other documents is required for the
     applicable provisions of Rule 144; and
     (c)  furnish to each Investor so long as such
     Investor owns Registrable Securities,
     promptly upon request, (i) a written
     statement by the Company that it has complied
     with the reporting requirements of Rule 144,
     the 1933 Act, and the 1934 Act, (ii) a copy
     of the most recent annual or quarterly report
     of the Company and such other reports and
     documents so filed by the Company, and (iii)
     such other information as may be reasonably
     requested to permit the investors to sell
     such securities pursuant to Rule 144 without
     registration.

Section 9.     Assignment of Registration Rights.
The rights to have the Company register Registrable
Securities pursuant to this Agreement shall be
automatically assignable by the Investors to any
transferee of all or any portion of Registrable
Securities if: (i) the Investor agrees in writing with
the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company
within a reasonable time after such assignment; (ii)
the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice
of (A) the name and address of such transferee or
assignee, and (B) the securities with respect to which
such registration rights are being transferred or
assigned; (iii) immediately following such transfer or
assignment the further disposition of such securities
by the transferee or assignee is restricted under the
1933 Act and applicable state securities laws; (iv) at
or before the time the Company receives the written
notice contemplated by clause (ii) of this sentence the
transferee or assignee agrees in writing with the
Company to be bound by all of the provisions contained
herein; (v) such transfer shall have been made in
accordance with the applicable requirements of the
Purchase Agreement; (vi) such transferee shall be an
"accredited investor" as that term is defined in Rule
501 of Regulation D promulgated under the 1933 Act; and
(vii) in the event the assignment occurs subsequent to
the date of effectiveness of the Registration Statement
required to be filed pursuant to Section 2(a), the
transferee agrees to pay all reasonable expenses of
amending or supplementing such Registration Statement
to reflect such assignment.

Section 10.    Amendment of Registration Rights.
Provisions of this Agreement may be amended and the
observance thereof may be waived (either generally or
in a particular instance and either retroactively or
prospectively), only with the written consent of the
Company and Investors who hold two-thirds of the
Registrable Securities.  Any amendment or waiver
effected in accordance with this Section 10 shall be
binding upon each Investor and the Company.

Section 11.    Miscellaneous.
     (a)  A person or entity is deemed to be a
     holder of Registrable Securities whenever
     such person or entity owns of record such
     Registrable Securities.  If the Company
     receives conflicting instructions, notices,
     or elections from two or more persons or
     entities with respect to the same Registrable
     Securities, the Company shall act upon the
     basis of instructions, notice, or election
     received from the registered owner of such
     Registrable Securities.
     (b)  Any notices consents, waivers, or other
     communications required or permitted to be
     given under the terms of this Agreement must
     be in writing and will be deemed to have been
     delivered (i) upon receipt, when delivered
     personally; (ii) upon receipt, when sent by
     facsimile, provided a copy is mailed by U.S.
     certified mail, return receipt requested;
     (iii) three (3) days after being sent by U.S.
     certified mall, return receipt requested, or
     (iv) one (1) day after deposit with a
     nationally recognized overnight delivery
     service, in each case properly addressed to
     the party to receive the same.  The addresses
     and facsimile numbers for such communications
     shall be:
     If to the Company:
                         Cambex Corporation
                         360 Second Avenue
                         Waltham, Massachusetts 02451
                         Attn: Peter Kruy, Executive
                         Vice President
                         Telephone:  (781) 890-6000
                         Facsimile: (781) 890-2899
     with a copy (which shall not constitute
     notice) to:

                         Ropes & Gray
                         One International Place
                         Boston, Massachusetts  02110
                         Attention: John E. Beard
                         Tel: (617) 951-7000
                         Fax: (617) 951-7050

     If to a Purchaser, to its address and
     facsimile number on the Schedule of
     Purchasers, with copies to such Purchaser's
     counsel as set forth on the Schedule of
     Purchasers.  Each party shall provide five
     (5) days prior written notice to the other
     party of any change in address or facsimile
     number.
     (c)  Failure of any party to exercise any
     right or remedy under this Agreement or
     otherwise, delay by a party in exercising
     such right or remedy, shall not operate as a
     waiver thereof.
     (d)  This Agreement 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.
      (e) This Agreement and the Purchase
     Agreement constitute the entire agreement
     among the parties hereto with respect to the
     subject matter hereof and thereof.  There are
     no restrictions, promises, warranties, or
     undertakings, other than those set forth or
     referred to herein and therein.  This
     Agreement supersedes all prior agreements and
     understandings among the parties hereto with
     respect to the subject matter hereof.
     (f)  Subject to the requirements of Section
     9, this Agreement shall inure to the benefit
     and of and be binding upon the permitted
     successors and assigns of each of the parties
     hereto.
     (g)  The headings in this Agreement are for
     convenience of reference only and shall not
     limit or otherwise affect the meaning hereof.
     (h)  This Agreement may be executed in two or
     more identical counterparts, each of which
     shall be deemed an original but all of which
     shall constitute one and the same agreement.
     This Agreement, once executed by a party, may
     be delivered to the other party hereto by
     facsimile transmission of a copy of this
     Agreement bearing the signature of the party
     so delivering this Agreement.
     (i)  Each party shall do and perform, or
     cause to be done and performed, all such
     further acts and things, and shall execute
     and deliver all such other agreements,
     certificates, instruments, and documents, as
     the other party may reasonably request in
     order to carry out the intent and accomplish
     the purposes of this Agreement and the
     consummation of the transactions contemplated
     hereby.


                COMPANY SIGNATURE PAGE
                          TO
             REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have caused this
Registration Rights Agreement to be duly executed as of
day and year first above written.


                                   COMPANY:


                                   CAMBEX CORPORATION


                                   By: /s/ Peter Kruy


                                   Peter Kruy,
                                   Executive Vice
                                   President








      [Purchasers' Signatures on Following Pages]



               PURCHASER SIGNATURE PAGE
                          TO
             REGISTRATION RIGHTS AGREEMENT



                              PURCHASER: SovCap Equity
                              Partners, Ltd


By: /s/ Barry W. Herman.


Name: Barry W. Herman


Title: Director


Purchaser Name      SovCap Equity Partners, Ltd.
("Purchaser")
Address and         Cumberland House
Facsimile Number
                    #27 Cumberland Street

                    P.O.Box CB-13016

                    Nassau, New Providence

                    The Bahamas

                    242-356-0037



Principal Amount    $1,500,000.00 - Cambex Corporation
of Bridge Notes
Purchased

Purchaser's Legal   Balboni Law Group, LLC
Counsel
Address and         3475 Lenox Road, Suite 990
Facsimile Number
                    Atlanta, GA 30326

                    404-812-3101












               PURCHASER SIGNATURE PAGE
                          TO
             REGISTRATION RIGHTS AGREEMENT



                                   PURCHASER:

                                   By: /s/ Jan Telander

                                   Name: Jan Telander

                                   Title: Director


Purchaser Name      Correllus International Ltd, c/o EIG
("Purchaser")
Address and         Edf. Marina Marbella, 6B
Facsimile Number
                    Avenida Sever Olhoa 28, 29600 Marbella,
                    Spain

                    Fax: +34-952-858-068

Securities          $250,000.00 Series I Bridge Note
Purchased

                    US$250,000
Purchase Price

Purchaser's Legal   Per Ronnstrom
Counsel
Address and         Box 7315
Facsimile Number
                    SE-10390 Stockholm, Sweden

                    Fax: +46-8-796-8223














               PURCHASER SIGNATURE PAGE
                          TO
             REGISTRATION RIGHTS AGREEMENT



                                   PURCHASER:

                                   By: /s/ A. De
                                   Nazareth

                                   Name: A. De Nazareth

                                   Title: Co. Secretary


Purchaser Name      Arab Commerce Bank Ltd.
("Purchaser")
Address and         P.O. Box 309, Grand Cayman, Cayman Islands
Facsimile Number
                    London 0171-437-2413

Securities          $150,000
Purchased

                    $150,000
Purchase Price

Purchaser's Legal
Counsel
Address and
Facsimile Number




               PURCHASER SIGNATURE PAGE
                          TO
             REGISTRATION RIGHTS AGREEMENT



                              PURCHASER: SovCap Equity
                              Partners, Ltd


By: /s/ Barry W. Herman.


Name: Barry W. Herman


Title: President


Purchaser Name      SovCap Equity Partners, Ltd.
("Purchaser")
Address and         Cumberland House, #27 Cumberland Street
Facsimile Number
                    P.O.Box N-10818

                    Nassau, New Providence

                    The Bahamas

                    242-356-0037



Purchase Price      $100,000.00

Purchaser's Legal
Counsel
Address and
Facsimile Number