STOCK PLEDGE AGREEMENT

      This Stock Pledge Agreement (this "Agreement") is
made  effective as of January 18, 2000,  by  and  among
Cambex  Corporation, a Delaware corporation ("Cambex"),
Joseph  Kruy  ("Pledging Officer"), a resident  of  the
State  of  Massachusetts whose address  is  c/o  Cambex
Corporation, 360 Second Avenue, Waltham, MA 02451,  and
is  an  executive officer of Cambex, Cambex  being  the
borrower  under  the  Series  1  Bridge  Note  Purchase
Agreement   dated  January  18,  2000  (the   "Purchase
Agreement"),  by  and among Cambex and  the  Purchasers
thereunder (in such capacity, the "Borrower"),  and the
Purchasers  as  a  party  to  the  Purchase  Agreement.
Defined  terms used and not otherwise defined  in  this
Stock Pledge Agreement shall have the meanings ascribed
to them in the Purchase Agreement.

                      Background

     A.    Borrower  is indebted to Purchasers  in  the
     collective sum of $2,000,000, evidenced by one or more
     Bridge Notes of Borrower for such amount issued by
     Borrower pursuant to all Closings conducted under the
     Purchase Agreement, a copy/copies of which are attached
     hereto as Exhibit A.

     B.   Borrower has agreed to cause certain stock owned
     by Pledging Officers to be pledged to Purchasers as
     security for Pledging Officer's limited guaranty of the
     repayment of the Bridge Notes evidenced by the Guaranty
     Agreement  of even date herewith executed  by  the
     Pledging Officer.

     In  consideration of the foregoing  premises,  Ten
Dollars  ($10.00)  in hand paid, and  other  legal  and
valuable consideration, the receipt and sufficiency  of
which  is hereby acknowledged, the parties hereto agree
to  the  following terms intending to be legally  bound
thereby.

     1.   Pledge.

       In consideration of the transactions consummated
under  the Purchase Agreement pursuant to the Closings,
the  Pledging  Officer  hereby pledges  and  grants  to
Purchasers  of  Bridge Notes a first priority  security
interest  in  and to the 979,239 common shares  of  the
capital  stock  of  Cambex  Corporation  (the  "Pledged
Shares").

     2.   Transfer and Possession by Representative.

        The  Pledged Shares shall be delivered  at  the
First   Closing,   by  the  delivery   of   certificate
evidencing  the Pledged Shares and a blank stock  power
attached  to  each  such certificate  executed  by  the
respective  Pledging Officer. The Pledged Shares  shall
be  held  by  the  Representative (as  defined  in  the
Purchase Agreement) or its designee as security for the
repayment  of the Note (which shall not be disposed  of
except in accordance with the provisions of paragraph 6
of  this  Agreement)  with duly executed  stock  powers
attached.  Upon the first to occur of either  full  and
final  payment  of the Bridge Notes or  the  conversion
thereof  pursuant  to their terms, the  Pledged  Shares
shall  be released from the pledge as provided pursuant
to  this Agreement and such shares shall be returned to
Borrower.  The Representative's failure to  tender  any
shares so released from the pledge within fifteen  (15)
days  after  final payment or conversion  shall  render
this  Agreement null and void, provided  that  no  such
termination of this Pledge Agreement shall be effective
unless  Borrower or Pledging Officer shall  have  given
written  notice  of such failure and  Purchasers  shall
have  had  seven (7) days from the later of:   (1)  the
date  of  the written notice, or (2) the expiration  of
such  fifteen  (15) day period to cure the  failure  to
tender   such  Pledged  Shares.   In  order  to  induce
Representative to serve as escrow agent hereunder,  the
parties hereby covenant and agree as follows:
     (1)  Representative shall be obligated to
     perform only such duties as are expressly set
     forth herein, and shall not be required, in
     carrying out its duties, to refer to any
     agreement, instrument, or document.
     (2)  Representative may rely on, and shall be
     protected in acting or refraining from acting
     upon, any written notice, instruction, or
     request furnished to it pursuant to this
     Agreement and believed by it to be genuine
     and to have been signed or presented by the
     proper party or parties.  Representative is
     acting as a depositary only and is not a
     party to or bound by any agreement or
     undertaking which may be evidenced by or
     arise out of any items delivered to it
     pursuant to this Agreement, and is not
     responsible or liable in any manner for the
     sufficiency, correctness, genuineness, or
     validity of any such items undertakes no
     responsibility or liability for the form or
     execution of such items or the identity,
     authority, title, or rights of any person
     executing or depositing same.  Representative
     shall not be liable to any of the parties to
     this Agreement or their respective heirs,
     successors and assigns for any action taken
     or omitted to be taken in good faith.
     (3)  In the event of a dispute between any of
     the parties hereto, sufficient in the
     discretion of Representative to justify its
     doing so, Representative shall be entitled to
     tender into the registry or custody of any
     court of competent jurisdiction any property
     held by Representative under the terms of
     this Agreement, together with such legal
     proceedings as it deems appropriate, and
     thereupon to be discharged from all further
     duties under this Agreement.  Any such legal
     action may be brought in any such court as
     Representative shall determine to have
     jurisdiction thereof.

          (4)   Representative shall not earn any  fees
     in  connection  with its duties pursuant  to  this
     Agreement.

     3.   Voting Right and Dividends.

        During the term of this pledge, and so long  as
Borrower is not in default in the performance of any of
the  terms  of this Agreement or the Purchase Agreement
or  the  Bridge Notes, Pledging Officer or its designee
shall have the right to vote the Pledged Shares on  all
corporate  questions  and  receive  all  dividends   or
distributions  of  cash  or  property  distributed   in
respect of the Pledged Shares.

     4.   Adjustments.

        In  the  event that, during the  term  of  this
Agreement,   any   share  dividend,   reclassification,
readjustment, or other change is declared  or  made  in
the  capital structure of Cambex, all new, substituted,
and  additional shares, or other securities, issued  by
reason  of any such change and in connection  with  the
Pledged  Shares, such new shares shall be  held   under
the  terms of this Agreement in the same manner as  the
Pledged Shares originally pledged hereunder.

     5.   Warrants and Rights.

       In  the  event  that during  the  term  of  this
Agreement, subscription warrants or any other rights or
options  shall be issued in connection with the Pledged
Shares,  such  warrants, rights, and options  shall  be
immediately    assigned   by    Pledging    Party    to
Representative, and if exercised by Pledging Party  all
new  shares or other securities so acquired by Pledging
Party   shall   be   immediately   assigned   to    the
Representative  to  be held under  the  terms  of  this
Agreement  in  the  same manner as the  Pledged  Shares
originally pledged hereunder.

     6.   Default.

       In the event of a continuing material default by
Borrower in the performance of any of the terms of this
Agreement  or  the  Purchase Agreement,  or  under  the
Bridge  Notes,  Purchasers shall have  the  rights  and
remedies  provided  in the Uniform Commercial  Code  in
force in the State of Georgia on the effective date  of
this Agreement, and in this connection, Purchasers may,
upon  five days' notice to Borrower with a copy to  the
Representative,  sent by certified  mail,  and  without
liability  for any diminution in price which  may  have
occurred, sell all the Pledged Shares remaining in  the
possession of the Representative (which shares shall be
delivered by the Representative to Purchasers) in  such
manner  and for such price as Purchasers may determine.
At  any bona fide public sale Purchasers shall be  free
to purchase all or any part of the Pledged Shares.  Out
of  the proceeds of any sale Purchasers may retain  any
amount equal to the principal and interest then due  on
the  Bridge  Notes plus the amount of all  expenses  of
such  sale, and shall pay any balance of such  proceeds
to  Pledging  Officer less any other amounts  owing  by
Borrower to Purchasers, such as actual attorneys'  fees
and costs incurred.  In the event that the proceeds  of
any  sale  are insufficient to cover the principal  and
interest  of  the  Bridge Notes plus actual  attorneys'
fees  and  costs  plus expenses of the  sale,  Borrower
shall remain liable to Purchasers for any deficiency.

     7.   Indemnity.

        In consideration of Representative agreeing  to
serve  pursuant  to  the  terms  hereof,  each  of  the
parties, jointly and severally, agrees to indemnify the
Representative  for  any  fees,  costs   and   expenses
incurred by it in the course of performing its  dutires
as Representatie hereunder, and hold the Representative
harmless  from  any liability that may arise  from  his
serving as the Representative hereunder.



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               BORROWER, REPRESENTATIVE,
          AND PLEDGING OFFICER SIGNATURE PAGE
                          TO
                STOCK PLEDGE AGREEMENT



     IN  WITNESS WHEREOF, the parties have executed  or
caused  their  duly authorized officer to execute  this
Agreement as of the date first written above.


                              BORROWER:
                              CAMBEX CORPORATION


                              By: /s/ Peter Kruy
                                Peter Kruy, Executive
                              Vice President


                              REPRESENTATIVE:
                              SOVCAP EQUITY PARTNERS,
                              LTD.


                              By: /s/ Barry W. Herman


                              Name: Barry W. Herman


                              Title: President





                              Pledging Officer:


                              /s/ Joseph Kruy
                              Joseph Kruy


           PURCHASER SIGNATURE PAGE (ENTITY)
                          TO
                STOCK PLEDGE AGREEMENT



                                   PURCHASER


                                   Purchaser Name:
                                   SovCap Equity
                                   Partners, Ltd.

                                   By: /s/ Barry W.
                                   Herman

                                   Name: Barry W.
                                     Herman

                                   Title: President



Purchaser Name
SovCap Equity Partners, Ltd.
Address and
Cumberland House, No. 27 Cumberland St.
Facsimile Number
P.O. Box N-10818

Nassau, New Providence, The Bahamas

(242) 356-0037


Principal Amount of Bridge
$1,600,000
Notes Purchased

Purchaser's Legal Counsel
Address and
Facsimile Number



           PURCHASER SIGNATURE PAGE (ENTITY)
                          TO
                STOCK PLEDGE AGREEMENT



                                   PURCHASER


                                   Purchaser Name:
                                   Correllus
                                   International Ltd.

                                   By: /s/ Jan Telander

                                   Name: Jan Telander

                                   Title: Director



Purchaser Name
Correllus International Ltd.
Address and
c/o EIG Corporate Financial Services
Facsimile Number
Edf. Marina Marbella, Avenida Sever

Olhoa 28, 29600 Marbella Spain

Fax: +34-952-858-068


Principal Amount of Bridge
Notes Purchased
USD250,000.00

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

Fax: +46-8-796-8223


           PURCHASER SIGNATURE PAGE (ENTITY)
                          TO
                STOCK PLEDGE AGREEMENT



                                   PURCHASER


                                   Purchaser Name: Arab
                                   Commerce Bank Ltd.

                                   By: /s/ A. De
                                   Nazareth

                                   Name: A. De Nazareth

                                   Title: Co. Secretary



Purchaser Name                                   Arab
Commerce Bank Ltd.
Address and
P.O. Box 309
Facsimile Number                                Grand
Cayman

Cayman Islands

0171 437 2413 (London)


Principal Amount of Bridge
Notes Purchased
$150,000.00

Purchaser's Legal Counsel
Address and
Facsimile Number