U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                  FORM 10-KSB


(Mark One)

[  X  ]ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
       SECURITIES  EXCHANGE  ACT  OF  1934

             For the fiscal year ended December 31, 2002

OR

[      ]TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF
        THE  SECURITIES  EXCHANGE  ACT  OF  1934

             For the transition period       to

             Commission file number 0-6933

                              CAMBEX CORPORATION
             (Name of small business issuer in its charter)


Massachusetts                                    04 244 2959
(State or other                                  (I.R.S. Employer
jurisdiction of                                  Identification No.)
incorporation or
organization)

360 Second Avenue                                02451
Waltham, Massachusetts                           (Zip Code)
(Address of principal
executive offices)

Issuer's telephone number:  781-890-6000

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.10 par value

<PAGE>

Indicate by check mark whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the
past 90 days.  Yes  _X        No ____

Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB.   [ X   ]

State issuer's revenues for its most recent fiscal year. $14,345,060

An Exhibit Index setting forth the exhibits filed herewith or incorporated by
reference herein is included herein at Page A-1.

The aggregate market value of the voting stock held by non-affiliates of
Cambex Corporation as of March 26, 2003 was $2,100,852 based on the closing
price of the common stock on that date.

Indicate by check mark if issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes X_   No __

The number of shares of Cambex Corporation's preferred stock outstanding as
of March 26, 2003: 245,463.

The number of shares of Cambex Corporation's common stock outstanding as of
March 26, 2003: 18,320,351.













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                                    PART I

                              Item 1.  Business.

Overview

A Massachusetts corporation formed in 1968, we are a designer and supplier of
data storage products and solutions. Our products include memory for
computing systems and fibre channel connectivity and storage products used to
build storage area networks (SANs).

We design, manufacture, and market memory products that enhance the
performance and reliability of computing systems and networking devices.  We
have been selling memory products to our customers since 1970.  A processor's
memory is used to hold temporary instructions and data needed to execute
tasks.  This enables the computer's CPU to access instructions and data
quickly.  After upgrading a processor's memory, the computer will process
data faster, because it will need to access its slower secondary storage
(i.e., the disk drive) less frequently.  We provide memory upgrade solutions
for most of the major servers, workstations, and personal computers
manufactured by IBM, Sun, Hewlett-Packard, and Dell.  Adding additional
memory is both application transparent and the most cost-effective solution
for eliminating many system performance bottlenecks.

We began developing our current fibre channel SAN product business in 1997.
SANs enhance and simplify the centralized management and sharing of data
storage resources while providing improved availability, scalability,
performance, and disaster recovery. SANs have been enabled by the emergence
of fibre channel, a new generation of server to storage communications
technology. We develop and offer fibre channel host bus adapters and hubs,
high availability software, fibre channel disk storage arrays and management
software for the deployment of SAN solutions.  By reselling fibre channel
hardware and software products from leading manufacturers, together with our
internally developed products, we are able to offer customers a complete
interoperable SAN solution.

Founded in 1968, we have more than 32 years experience in providing
electronic data storage products and solutions.  For more than 30 years we
were a supplier of IBM compatible mainframe computer memory having supplied
memory and related products for seven generations of IBM mainframe computers.
In 1997, in order to diversify our revenue stream as the mainframe memory
market collapsed in the mid-1990s, we entered the fibre channel connectivity
and disk array business.  In March 2002, we acquired Super PC Memory, Inc., a
supplier of memory products for computing systems and networking devices.  As
a result of the acquisition, we have realigned most of our efforts to the
memory business.

We sell our products domestically and internationally directly to end users
and through OEM, systems integrator, and value added reseller (VAR) channels.
We sell our memory products directly to end users and through VARs.  Our SAN
products are sold through OEM, systems integrator and VAR channels and to a
limited extent directly to end users.

Our executive offices are located at 360 Second Avenue, Waltham,
Massachusetts 02451.  We have field offices in Westminster, Colorado and
Irvine, California.  Our telephone number is (781) 890-6000.  Our Web site
is located at http://www.cambex.com.

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                             Industry Background

In today's information-based economy, a company's information and
databases are central to the value of the enterprise. The volume of business-
critical data generated, processed, and stored has grown dramatically over
the last decade.  As a result, the ability to quickly access and manage large
amounts of stored data is one of the most important challenges for
organizations.

Memory

A computer typically accesses stored data from its own internal memory,
internal hard disk drive, or external storage device such as a disk storage
array or tape library.  Memory provides the best performance, but is also the
most expensive per storage unit (megabyte).  Data retrieval from memory is
more than 1000 times faster than retrieval from a disk drive.  As CPU
processing power is doubling every 18 months, data retrieval from disk
storage is increasingly becoming a performance bottleneck.  As a result,
applications and users spend much of their time waiting for the retrieval of
data resulting in lowered productivity.  Recognizing the performance
limitations of disk-based storage, the major server vendors have
rearchitected their systems and processors to allow more data to be stored
and accessed directly from memory.  High-end servers from the major vendors
(IBM, Sun Microsystems, Hewlett-Packard) now support more than 512 gigabytes
of internal main memory.  The need for fast data access, new servers with
large memory capacities, and the decrease in memory prices is driving demand
for memory upgrades.

Memory upgrades for high volume computing systems and devices are typically
packaged as memory modules which conform to standards defining dimensions,
capacity, performance, interface and pin-out. We offer a broad range of
standard memory upgrades, including single in-line memory modules ("SIMMs"),
dual in-line memory modules ("DIMMs") and small outline DIMMs ("SO DIMMs").
Memory modules are compact circuit board assemblies consisting of dynamic
random access memory ("DRAM") chips, which constitute the main memory of a
computer system.

Unlike memory for high volume computing systems, memory upgrades for high-end
servers and mainframes typically involve proprietary designs.  At the high-
end, vendors focus on maximizing the performance, reliability, and diagnostic
capabilities of the unique processor-to-memory architecture of their flagship
products.  This often results in proprietary memory module designs
incorporating custom logic to support very high-speed memory bus protocols,
error detection and correction, and self-test capabilities.

Memory upgrades for computing systems and networking devices are available
from the original equipment manufacturer as well as from third party memory
vendors. In addition to competing with each other, third party vendors
primarily compete with the original equipment manufacturers by providing
fully compatible memory at a much lower price.

Storage Area Networks

Large quantities of business critical data are typically stored on external
disk storage arrays. These disk arrays are either directly attached to the
computer server or are accessed through a network connection. Due to the
significant volume of data being stored in today's business environment,
traditional direct attached and network attached architectures often do not
adequately support the requirements of data-intensive enterprises. In
response to the demand for high-speed and high-reliability storage-to-server
connectivity, the fibre channel interconnect protocol was developed in the

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early 1990s.

A storage area network is a network of servers and data storage devices
interconnected via fibre channel at gigabit speeds. SANs provide an open,
extensible platform for storage access in data intensive environments like
those used for web hosting, online transaction processing and data
warehousing. Equally important, SANs can be significantly less expensive to
maintain and expand than traditional storage architectures because they
enable shared, high-speed access to stored data as well as centralized
management.

SANs use several basic components to make up the network, including the
following:

	servers and workstations;
	fibre channel host bus adapters;
	fibre channel hubs and/or switches;
	disk and/or tape storage devices;
	copper or fiber optic cables; and
	management software.

All the components must work together to deliver a functional SAN
environment.

Each server connects to a SAN through host bus adapters, which are printed
circuit cards that fit in standard sockets on computer motherboards and
enable high-speed data transfer. A host bus adapter connects the server to
other devices in a SAN via cables. The cables connect the host bus adapter
either directly to a fibre channel disk array or tape library or to a hub or
a switch. Because fibre channel host bus adapter functions are regulated by
software, each host bus adapter must include software designed to work with
the particular operating system being used by the server/storage solution.
These systems typically include all types of UNIX as well as Linux and
Windows based operating systems.

Hubs and switches are devices that direct the flow of data from one computing
device to another. When connecting multiple servers to one or more storage
devices, a hub or switch is used to create a fibre channel network. Hubs and
switches simplify cabling and allow the non-disruptive addition or removal of
servers or storage devices from the storage area network.

                               Our Products

Memory Products

We offer a wide range of memory for the add-in memory market. Our add-in
memory is used to upgrade personal computers, laptops, workstations, servers,
mainframes, printers, routers, and other high volume computing and networking
products. Our memory is packaged as memory modules which conform to standards
defining dimensions, capacity, performance, interface and pin-out.  We offer
a broad range of standard memory upgrades, including single in-line memory
modules ("SIMMs"), dual in-line memory modules ("DIMMs") and small outline
DIMMs ("SO DIMMs").  Memory modules are compact circuit board assemblies
consisting of dynamic random access memory ("DRAM") chips, which constitute
the main memory of a computer system.

Our SIMMs are modules containing one or more DRAM chips on a small circuit
board with pins connecting to a computer motherboard.  SIMMs typically have
30 or 72 pins on one side of the board, delivering 8 and 32 data bits,
respectively. Four 30-pin SIMMs or one 72-pin SIMM can be used to support a
32-bit CPU such as Intel's 486. Since microprocessor speeds are increasing
rapidly, DIMMs are replacing SIMMs.

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Our DIMMs are modules with pins on both sides of the memory module.  DIMMs
typically contain DRAM or synchronous DRAM ("SDRAM") chips that support
faster microprocessors such as Intel's Pentium or IBM's PowerPC.  For SDRAM
chips, which have a 64-bit data connection to a computer, a single 168-pin
DIMM supporting 64-bit data transfer can be used instead of two 72-pin SIMMs.

Our SO DIMMs are designed for notebook computers.  Because of their small
size (2 1/4" for 72 pin and 2 3/4" for 144 pin), SO DIMMs can hold very few
DRAM chips.

We provide memory upgrade solutions for most of the major servers,
workstations, and PCs manufactured by IBM, Sun, Hewlett-Packard, and Dell.
We also sell memory upgrades for most white-box PCs, laser printers, and
Cisco routers.  Our memory products are designed to the same exacting
specifications as original system memory and in most cases are identical in
fit, form and function.

Fibre Channel SAN Products

We are a developer, manufacturer and reseller of fibre channel products that
enable users to deploy SANs. We have developed a family of host bus adapters,
hubs and software that provide increased bandwidth and availability when
deploying mission-critical SANs. Our fibre channel disk arrays allow the
storage of large amounts of online data in a high performance, high
availability environment. By offering other SAN products, including disk
arrays, tape drives and libraries, switches, routers, and software, from
other leading manufacturers, we are able to deliver a complete, tested and
interoperable SAN solution to our customers when required.

Technology

We possess multi-disciplinary technological expertise, which we utilize in
designing our memory and SAN products.

Our expertise in designing memories includes (1) high-availability memory
architecture and design including chip and board level sparing; (2) ASIC
design utilizing high-speed semiconductor technologies and high-density
packaging; and (3) comprehensive manufacturing test procedures -
incorporating functional, thermal, voltage, and mechanical stress.

Our expertise in developing fibre channel SAN products includes software
design and development, embedded hardware design, system design, and systems
integration. We believe that our expertise in these technologies provides us
with competitive advantages in time-to-market, price/performance,
interoperability and product capabilities.

At our principal offices in Waltham, Massachusetts, we have established
a systems integration lab to provide comprehensive functional and system
level integration/interoperability testing between our fibre channel host bus
adapters, hubs, disk arrays, and software with various computer platforms and
fibre channel systems. Integration testing at our lab combines our products
with various fibre channel SAN components to simulate the most commonly used
functional configurations defined by our customers.  The overall goal
is to ensure enterprise class performance and interoperability in real world
SAN deployments.

                                  Customers

We sell our products to OEMs, resellers and directly to end-users. In 2001
and 2002, our largest customers included Lockheed Martin, Oracle, Hewlett-
Packard and StorageTek.

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In the year ended December 31, 2002, our top five customers accounted
for approximately 21% of our total net revenues, and, in the year ended
December 31, 2001, our top five customers accounted for approximately 74% of
our total net revenues. During 2002, no customer exceeded 10% of total
revenues. During 2001, two customers, Compaq and StorageTek, accounted for
46% and 16%, respectively, of total revenues. There is no assurance that
current customers will remain our customers in the future and the loss of a
major customer could have a material effect on our business.

                           Customer Service and Support

We offer customer service and support programs that include telephone
and on-site support 24 hours a day, seven days a week. In addition, we have
designed our products to allow easy diagnostics and administration. We employ
systems engineers for pre- and post-sales support and technical support
engineers for field support.

                              Sales and Marketing

We sell our memory products principally through our Super PC Memory
subsidiary.  Super PC sells to Fortune 1000 corporations, mid-level
businesses, government institutions and resellers. Our sales strategy is to
employ a business-to-business sales model that provides factory direct orders
to end users and resellers. We will continue to focus significant direct
sales efforts on Fortune 1000 enterprises. This sets us apart from most of
our major competitors in the memory upgrade business who sell through
reseller channels. Our goal is to establish ourselves as the vendor of choice
for filling the majority of the memory upgrade needs within large
corporations. Our marketing strategy consists primarily of telemarketing.

We sell our fibre channel SAN products domestically and internationally to
OEMs, systems integrators, and VARs as well as directly to end users in the
United States. We target OEMs, systems integrators, and VARs who resell
complete SAN solutions to end-users. Our sales and marketing strategy will
continue to focus on the development of these indirect channel relationships.

Our marketing efforts are focused on increasing awareness of our fibre
channel products, promoting SAN-based solutions, and advocating industry-wide
standards and interoperability. We plan to participate in industry
associations to promote and further enhance fibre channel technology and
increase our visibility as industry experts. We also plan to participate in
select trade show events and SAN conferences to promote our products and to
continue our efforts to educate potential customers on the value of SANs.

                       Manufacturing, Test and Assembly

We outsource the majority of our manufacturing, and we conduct quality
assurance, manufacturing, engineering, documentation control and certain
finish assembly and test operations at our headquarter facility in Waltham,
Massachusetts and our field facility in Irvine, California. This approach
enables us to reduce fixed costs and to provide flexibility in meeting market
demands.

We select suppliers primarily on the basis of technology, manufacturing
capacity, quality and cost. Our reliance on third-party suppliers and
manufacturers involves risks, including possible limitations on
availability of products due to market abnormalities, unavailability of, or
delays in obtaining access to, certain product technologies and the absence
of complete control over delivery schedules, manufacturing yields, and total
production costs. The inability of our suppliers and third party
manufacturers to deliver products of acceptable quality and in a timely
manner or our inability to

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procure adequate supplies of our products could have a material adverse
effect on our business, financial condition or operating results.

                             Research and Development

Our success will depend to a substantial degree upon our ability to
develop and introduce in a timely fashion new products and enhancements to
our existing products that meet changing customer requirements and emerging
industry standards. We have made, and plan to continue to make, expenditures
for research and development and to participate in the development of
industry standards. However, because our net revenues declined in four of the
five most recently completed fiscal years, our expenditures for research and
development are significantly lower than the amount we expended for research
and development five years ago. Over the last two fiscal years, our
research and development expenses were approximately $914,000 in 2002,
compared to $1,030,000 in 2001. Research and development expenses primarily
consist of salaries and related costs of employees engaged in ongoing
research, design and development activities and subcontracting costs.

                                   Competition

The markets in which we compete are intensely competitive and are
characterized by frequent new product introductions, changing customer
preferences and evolving technology and industry standards. Our competitors
continue to introduce products with improved price/performance
characteristics, and we will have to do the same to remain competitive.
Increased competition could result in significant price competition, reduced
revenues, lower profit margins or loss of market share, any of which would
have a material adverse effect on our business, operating results and
financial condition.

Our principal competitors in the memory upgrade business are the computer
system original equipment manufacturers (OEMs) and third party memory
vendors.  The major system OEMs we compete against are International Business
Machines Corporation, Sun Microsystems, Hewlett-Packard, and Dell.  The major
third party memory vendors we compete against are Kingston Technology,
Crucial Technology, and Dataram.

Our principal competitors in the fibre channel SAN market include Emulex
Corporation, QLogic Corporation, JNI Corporation, International Business
Machines Corporation, and Sun Microsystems.

Some of our OEM and reseller customers could develop products internally that
would replace our products. The loss of opportunities to sell our products to
any such OEM and reseller customers, in addition to the increased competition
presented by these customers, could have a material adverse effect on our
business, operating results and financial condition.

                               Intellectual Property

The intellectual property rights we have in our technology, which generally
consists of programmable hardware logic, software and know-how associated
with our product portfolio, principally arise from our own internal
development efforts. We attempt to protect our technology through a
combination of unpatented trade secrets, trademarks and contractual
obligations. Our software products are protected by copyright laws. We cannot
assure that our intellectual property protection measures will be sufficient
to prevent misappropriation of our technology or that our competitors will
not independently develop technologies that are substantially equivalent or
superior to our technology. In addition, the laws of many foreign countries
do not protect our intellectual property rights to the same extent as the

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laws of the United States. Our failure to protect our proprietary information
could have a material adverse effect on our business, financial condition or
operating results.

We may need to initiate litigation in the future to enforce our intellectual
property rights, to protect trade secrets or to determine the validity and
scope of the proprietary rights of others. Litigation could result in
substantial costs and diversion of our resources and could materially harm
our business. In the future, we may receive notice of infringement claims of
other parties' proprietary rights. Infringement or other claims could be
asserted or prosecuted against us in the future, and it is possible that such
assertions or prosecutions could harm our business. Any such claims, with or
without merit, could be time-consuming, result in costly litigation and
diversion of technical and management personnel, cause delays in the
development and release of our products, or require us to develop non-
infringing technology or enter into royalty or licensing arrangements. Such
royalty or licensing arrangements, if required, may not be available on terms
acceptable to us, or at all. For these reasons, infringement claims could
materially harm our business.

                                     Employees

At March 26, 2003, we had 44 full-time employees. None of our employees are
represented by a labor union. We have not experienced any work stoppages and
consider our relations with our employees to be good.



                             Item 2.  Properties

We currently lease approximately 68,000 square feet in an office facility in
Waltham, Massachusetts pursuant to a lease that expires on May 31, 2003. Of
the approximately 68,000 square feet leased, approximately 42,000 square feet
of this space is subleased to unrelated parties for a term ending May 31,
2003. We currently lease approximately 8,800 square feet in an office
facility in Westminster, Colorado pursuant to a lease that expires on
September 30, 2008.  We also currently lease approximately 3,500 square feet
in an office facility in Irvine, California on a month-to-month basis.

We also own 12.4 acres of land in Poughkeepsie, New York.  This land is
vacant and not subject to a mortgage.


                          Item 3.  Legal Proceedings

There are no material legal proceedings pending against us. We are involved
in certain legal proceedings arising in the ordinary course of business. We
believe that the outcome of these proceedings will not have a material
adverse effect on our financial condition.


          Item 4.  Submission of Matters to a Vote of Security Holders.

None.

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                            PART II


              Item 5.  Market for Common Equity
                       and Related Stockholder Matters.



Our common stock is listed for quotation on the over the counter bulletin
board, under the symbol "CBEX".  The approximate number of shareholders of
record at March 26, 2003 was 518. The following table sets forth the range of
the high and low closing bid prices for our common stock for each quarter
during the years ended December 31, 2002 and December 31, 2001:



                                      2002                     2001

                               High        Low          High        Low

       First Quarter           0.80        0.52         1.56        0.63
       Second Quarter          0.80        0.29         0.75        0.34
       Third Quarter           0.45        0.17         0.37        0.20
       Fourth Quarter          0.30        0.12         1.01        0.16




We have not paid any cash dividends to date, and have no intention of paying
any cash dividends on our common stock in the foreseeable future. The
declaration and payment of dividends is subject to the discretion of the
board of directors and to certain limitations imposed by the Massachusetts
Corporation Laws. The timing, amount and form of dividends, if any, will
depend, among other things, on our results of operations, financial
condition, cash requirements and other factors deemed relevant by our board
of directors.

The series 1 bridge note purchase agreement with Arab Commerce Bank Ltd.
provides that we may not pay cash dividends as long as the series 1 bridge
note remains outstanding.  With the consent of Arab Commerce Bank Ltd. and as
long as we are not in default, we may pay dividends to preferred shareholders
in accordance with our articles of organization and we may repurchase shares
of our common stock issued upon the exercise of options granted under our
stock option plans.

Set forth in chronological order is information regarding securities
convertible into or exercisable for shares of our common stock issued by
Cambex within the past three years:

In November 1998 we entered into a Loan and Security Agreement with B.A.
Associates, Inc. which allows us to borrow up to $650,000. In exchange for
this revolving loan facility, we issued the lender in a transaction exempt
under Section 4(2) of the Securities Act warrants for the purchase of two
shares of common stock for each dollar it committed to loan to us. The
exercise price of these warrants to purchase 1,300,000 shares of common stock
is $0.22 per share. In November 2000, the agreement with B.A. Associates was
amended to increase the amount we can borrow to $1,000,000. In exchange for
this $350,000 increased commitment, we agreed to issue the lender a warrant
to purchase one share of common stock for each additional dollar it committed
to loan to us. The exercise price of this warrant to purchase 350,000 shares
of common stock is $1.25 per share. In December 2000, the agreement with B.A.

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Associates was amended to increase the amount we can borrow to $1,050,000. In
exchange for this $50,000 increased commitment, we agreed to issue the lender
a warrant to purchase one share of common stock for each additional dollar it
committed to loan to us. The exercise price of this warrant to purchase
50,000 shares of common stock is $1.25 per share.

In November 1999, we borrowed $125,000 from Joseph F. Kruy and $125,000 from
Philip C. Hankins, a member of our board of directors, and $100,000 from each
of Messrs. Snowday and Calvert.  We also entered into separate Loan and
Security Agreements with each of Messrs. Kruy, Hankins, Calvert and Snowday.
At that time, we entered into one other Loan and Security Agreement with a
person unrelated to the company (the "Other 1999 Lender") pursuant to which
we borrowed an additional $100,000.  Our payment obligations under these Loan
and Security Agreements (the "1999 Loan Agreements") are evidenced by 12%
Notes due in November 2001.  Under the 1999 Loan Agreements, we granted each
of Messrs. Kruy, Hankins, Snowday and Calvert and the Other 1999 Lender a
first priority security interest in all of our accounts, instruments,
documents, general intangibles, equipment, inventory, and proceeds of any of
the foregoing.  Originally, under the terms of the 1999 Loan Agreements,
Messrs. Kruy, Hankins, Calvert and Snowday and the Other 1999 Lender received
a warrant to purchase up two shares of common stock for each dollar loaned to
us, at an exercise price of $2.00 per share.  When we extended the term of
the loans in November 2000, the Company agreed to issue additional warrants
to Messrs. Kruy, Hankins, Snowday and Calvert and the Other 1999 Lender to
purchase one share of our common stock for each dollar loaned to us at an
exercise price of $1.25 per share.  We believe that the borrowing
arrangements we made with Mr. Kruy and others were on terms at least as
favorable to us as we would have expected from lenders unrelated to us.  In
March through May 2001, we borrowed $50,000 from Joseph F. Kruy and $300,000
from Richard E. Calvert.  We also entered into separate Loan and Security
Agreements with Messrs. Kruy and Calvert. Our payment obligations under these
Loan and Security Agreements (the "2001 Loan Agreements") are evidenced by
12% Notes due in March through May 2002.  Under the 2001 Loan Agreements, we
granted each of Messrs. Kruy and Calvert a first priority security interest
in all of our accounts, instruments, documents, general intangibles,
equipment, inventory, and proceeds of any of the foregoing.  Under the terms
of the 2001 Loan Agreements, Messrs. Kruy and Calvert received a warrant to
purchase up to two shares of common stock for each dollar loaned to us, at an
exercise price of $0.50 per share. We believe that the borrowing arrangements
we made with Mr. Kruy and others were on terms at least as favorable to us as
we would have expected from lenders unrelated to us. In July through
September 2001, we borrowed $100,000 from Joseph F. Kruy and $100,000 from
Richard E. Calvert.  We also entered into separate Loan and Security
Agreements with Messrs. Kruy and Calvert. Our payment obligations under these
Loan and Security Agreements (the "July through September 2001 Loan
Agreements") are evidenced by 12% Notes due in January 2002.  Under the July
through September 2001 Loan Agreements, we granted each of Messrs. Kruy and
Calvert a first priority security interest in all of our accounts,
instruments, documents, general intangibles, equipment, inventory, and
proceeds of any of the foregoing.  Under the terms of the July through
September 2001 Loan Agreements, Messrs. Kruy and Calvert received a warrant
to purchase up one share of common stock for each dollar loaned to us, at an
exercise price of $0.25 per share. We believe that the borrowing arrangements
we made with Mr. Kruy and others were on terms at least as favorable to us as
we would have expected from lenders unrelated to us. In April through July
2002, we borrowed $125,000 from Joseph F. Kruy and $50,000 from Richard E.
Calvert.  We also entered into separate Loan and Security Agreements with
Messrs. Kruy and Calvert. Our payment obligations under these Loan and
Security Agreements (the "2002 Loan Agreements") are evidenced by 12% Notes
due in April through July 2003.  Under the 2002 Loan Agreements, we granted
each of Messrs. Kruy and Calvert a first priority security interest in all of
our accounts, instruments, documents, general intangibles, equipment,

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inventory, and proceeds of any of the foregoing.  Under the terms of the 2002
Loan Agreements, Messrs. Kruy and Calvert received a warrant to purchase up
one share of common stock for each dollar loaned to us, at an exercise price
of $0.25 per share. We believe that the borrowing arrangements we made with
Mr. Kruy and others were on terms at least as favorable to us as we would
have expected from lenders unrelated to us. On June 28, 2002, in transactions
exempt under Section 4(2) of the Securities Act, Joseph F. Kruy, Richard E.
Calvert, H. Terry Snowday, Jr., and Philip Hankins converted Loan and
Security Agreements with an aggregate principal amount of $1,000,000 plus
accrued interest into Series A Convertible Preferred stock. They were issued
98,223 shares of Series A Convertible Preferred stock. The Series A
Convertible Preferred shares have a dividend rate of 12%. The purchase price
per share of the Series A Convertible Preferred stock was $12.50. The Series
A Preferred stock is convertible into shares of common stock, at any time at
the holder's option. The holders of the 98,223 shares of Series A Preferred
stock could convert their preferred shares into 982,230 shares of common
stock. As of March 26, 2003, the balance outstanding under Loan and Security
Agreements is $275,000 of which $125,000 is owed to Joseph F. Kruy and
$50,000 is owed to Richard E. Calvert.

B.A. Associates, Inc., Joseph F. Kruy, Philip C. Hankins, Richard E. Calvert
and H. Terry Snowday, Jr. are all accredited investors and have provided us
written representations to that effect.


           Item 6.  Management's Discussion and Analysis of Financial
                      Condition and Results of Operations.


The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our consolidated
financial statements and related notes appearing elsewhere in this
Form 10-KSB.  Please refer to "Special Note Regarding Forward-Looking
Statements" for additional information.


Comparison of fiscal years 2002 and 2001

Our revenues were $14,345,000 and $1,855,000 for 2002 and 2001, respectively.
Revenues for 2002 increased 673% compared to revenues for the prior year due
to the additional memory sales by our Super PC Memory, Inc. subsidiary which
was acquired during the first quarter of 2002.

Gross profit rate was 26% of revenues in 2002, compared to 52% of revenues in
2001 due to the product mix as there are lower gross margins on our memory
products than our fibre channel connectivity products.

Operating expenses in 2002 increased by 143% in comparison to operating
expenses in the prior year.  Research and development expenses in 2002
decreased by 11% compared to the amount of these expenses in 2001 due to
decreases in contractor services. Selling and General and Administrative
expenses for 2002 increased by 490% and 106% respectively compared to the
amount of these expenses in 2001 due to the additional expenses of our Super
PC Memory subsidiary.

Interest expense decreased by 8% in 2002 compared to 2001. This decrease in
interest expense was primarily due to the conversion of notes payable into
common and preferred stock in the first and second quarters of 2002,
partially offset by interest paid to GE Capital Commercial Services, the
lender providing a line of credit to our subsidiary.

12
<PAGE>

We borrowed a total of $2,000,000 in January and February 2000 in exchange
for, among other things, our issuance of bridge financing notes that accrued
interest at the rate of 8% per annum until their maturity in the third
quarter of 2000. Since their maturity, the remaining bridge notes have
accrued interest at the rate of 12% per annum. As of March 26, 2003, one
bridge financing note, held by Arab Commerce Bank Ltd., in the original
principal amount of $150,000 remained outstanding. During 2002 and 2001, we
borrowed $175,000 and $550,000, respectively, in exchange for, among other
things, our issuance of 12% promissory notes. Our Super PC Memory subsidiary
has a line of credit of up to $2,000,000 with GE Capital Commercial Services,
Inc., which is limited to 75% of the eligible receivables of Super PC Memory.
At December 31, 2002 we had a balance of $802,097 under this line of credit.
At the present time, our Super PC Memory subsidiary is not in compliance with
certain financial covenants of this line of credit with GE Capital Commercial
Services, Inc. We also have a loan and security agreement with B.A.
Associates, Inc. which is a corporation owned by Bruce D. Rozelle, a son-in-
law of Joseph F. Kruy, our Chairman, President and Chief Executive Officer.
The outstanding balance due to B.A. Associates, Inc. was $1,032,869 and
$1,057,991 at December 31, 2002 and December 31, 2001, respectively. These
borrowings were necessary to finance the development of new products and for
working capital purposes.

Total comprehensive loss for 2002 was $1,478,000 or $0.09 per share, as
compared with a total comprehensive loss of $1,543,000, or $0.16 per share,
for 2001.

Inflation

We did not experience any material adverse effects in 2001 or 2002 due to
general inflation.

Liquidity and Capital Resources

As discussed more fully in Note 1 to our audited consolidated financial
statements, we have suffered substantial recurring losses from operations for
the last seven consecutive years. Consequently, our ability to continue as a
going concern, is dependent upon several factors including, but not limited
to, our ability to generate revenues and gross profit in significantly
greater
amounts than in the past four fiscal years, and our ability to raise
additional capital. Our working capital deficit is a significant threat to
our ability to continue as a going concern.

Management continues to work to establish new strategic alliances that it
believes will result in increases in revenues and gross profit in the future
through the sale of a greater volume of products. Management has also been
trying to secure additional capital. We cannot give any assurances that the
actions taken to date will increase revenues and gross profit or raise
additional capital.

Requirements

We need additional capital and additional financing may not be available. We
believe that the combination of current existing cash, available borrowing
capacity and our ability to obtain additional long-term indebtedness may not
be adequate to finance our operations for our current activities and
foreseeable future activities. Currently, our cash burn rate from operations
is approximately $80,000 per month or $960,000 per year at current sales
levels. For each $100,000 reduction in sales per month, our cash burn rate
would increase by approximately $28,000 per month. Conversely, for each
$100,000 increase in sales per month, our cash burn rate would decrease by

13
<PAGE>

approximately $28,000 per month. These estimates may change based on product
mix. The burn rate is an estimate. The actual burn rate may differ materially
as a result of a number of factors, risks and uncertainties that are
described herein. We are trying to raise additional capital and if we are
unable to raise additional capital, we may not be able to meet our
anticipated working capital requirements.

We have a loan and security agreement with B.A. Associates, Inc. which is a
corporation owned by Bruce D. Rozelle, a son-in-law of Joseph F. Kruy, our
Chairman, President and Chief Executive Officer. The outstanding balance due
to B.A. Associates, Inc. was $1,032,869 at December 31, 2002.  We also have
notes payable of $425,000 at December 31, 2002 which include $275,000 of
advances payable which are due on demand. The $275,000 of advances payable
includes $175,000 of borrowings from related parties. The notes payable
balance of $150,000 represents the series 1 bridge financing note issued to
Arab Commerce Bank in 2000.

Resources

Our cash and marketable securities were $545,000 and $210,000 at December 31,
2002 and December 31, 2001, respectively. Working capital was a deficit of
$5,907,000 and $8,576,000 at December 31, 2002 and at December 31, 2001,
respectively. The decrease in working capital deficit from December 31, 2001
to December 31, 2002 was primarily due to the conversion of debt into common
and preferred stock.  During 2002, we did not expend any funds for capital
equipment. During fiscal 2003, we expect to acquire less than $100,000 of
capital equipment.

Our Super PC Memory subsidiary has a line of credit of up to $2,000,000 with
GE Capital Commercial Services, Inc., which is limited to 75% of the eligible
receivables of Super PC Memory. At December 31, 2002 we had a balance of
$802,000 under this line of credit. At the present time, our Super PC Memory
subsidiary is not in compliance with certain financial covenants of this line
of credit with GE Capital Commercial Services, Inc.

We also have a revolving credit facility with B.A. Associates, Inc. which is
a corporation owned by Bruce D. Rozelle, a son-in-law of Joseph F. Kruy, our
Chairman, President and Chief Executive Officer under which we may borrow up
to $1,100,000.  At December 31, 2002 we had a balance of $1,033,000
outstanding under this revolving credit facility.

We need additional capital and additional financing may not be available. We
believe that the combination of current existing cash, available borrowing
capacity and our ability to obtain additional long-term indebtedness may not
be adequate to finance our operations for our current activities and
foreseeable future activities. We are actively pursuing raising additional
capital and if we are unable to raise additional capital, we may not be able
to meet our anticipated working capital requirements.

We are attempting to raise additional capital to cover the burn rate not
covered by incremental gross profit. This amount is dependent upon sales and
gross profit. If sales and gross profit do not increase or capital cannot be
raised to cover the current burn rate, we intend to reduce operating expenses
as much as practicable to continue operations until balance is established.

If we are not successful in raising additional capital or increasing our
sales to adequate levels, we will not be able to continue our current
operations and there is substantial doubt as to our ability to continue as a
going concern. There can be no assurance that we will be successful in
raising such additional capital at all or on terms commercially acceptable to
us or our shareholders.

14
<PAGE>

Forward-Looking Statements

The statements contained in "Management Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere throughout this Annual
Report on Form 10-KSB that are not historical facts are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those reflected in the forward-
looking statements. These forward-looking statements reflect management's
analysis, judgment, belief or expectation only as of the date hereof. We
undertake no obligation to publicly revise these forward-looking statements
to reflect events or circumstances that arise after the date hereof or to
publicly release the results of any revisions to such forward-looking
statements that may be made to reflect events or circumstances after the date
hereof. In addition to the disclosure contained herein, readers should
carefully review any disclosure of risks and uncertainties contained in other
documents we file or have filed from time to time with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934.



            Item 7.  Financial Statements.

See financial statements, beginning at page F-2, incorporated herein by
reference.


            Item 8.   Changes in and Disagreements with Accountants on
                     Accounting and Financial Disclosure.

None.

15
<PAGE>

                                   PART III


         Item 9. Directors and Executive Officers of the Registrant.

The following table shows the name, age and position of each of our
executive officers and directors.

Name                             Age    Position

Joseph F. Kruy (1)               71     President, Chief Executive Officer,
                                        Treasurer and Chairman of the Board
                                        and a Director
Philip C. Hankins (1)(2)         71     Director
C.V. Ramamoorthy, Ph.D. (1)(2)   76     Director
Robert J. Spain, Ph.D. (1)(2)    65     Director
Lois P. Lehberger                46     Clerk, Vice President and Controller
___________________
(1)	Member of the Compensation Committee.
(2)	Member of the Audit Committee.



Joseph F. Kruy has served as our President, Chief Executive Officer and a
member of our board of directors since our inception in 1968.  Mr. Kruy has
served as our Chairman of the Board since October 1975.  Mr. Kruy holds a
B.S. and a Diploma Engineering degree in electrical engineering from the
Technical University of Budapest.

Philip C. Hankins has been a member of our board of directors since 1975.
Since 1975 Mr. Hankins has been the President of Charter Information
Corporation, an information processing company.  Mr. Hankins holds a B.S. in
mechanical engineering from Cornell University and a M.S. from Harvard
University.

C.V. Ramamoorthy, Ph.D. has been a member of our board of directors since our
inception in 1968.  Since prior to 1995, Dr. Ramamoorthy has been a Professor
of Electrical Engineering and Computer Sciences at the University of
California Berkeley.  Dr. Ramamoorthy holds a B.S. in physics from the
University of Madras, India, a M.S. in mechanical engineering from the
University of California Berkeley and a M.S. and a Ph.D. from Harvard
University.

Robert J. Spain, Ph.D. has been a member of our board of directors since
1995.  Dr. Spain was also our Vice President of Research from 1969 to 1977.
Since prior to 1995, Dr. Spain has been the President of CFC, Inc., an
electronic component manufacturing company.  Dr. Spain holds a B.S.E.E. and a
M.S.E.E. from the Massachusetts Institute of Technology and a Doctor of
Science from Paris, Sorbonne.

Lois P. Lehberger joined Cambex in June 1978 and has served as our controller
since August 1998, and our Vice President since November 1999.  Mrs.
Lehberger was appointed clerk in May 2001. Mrs. Lehberger is responsible for
our accounting and financial control functions.  Mrs. Lehberger holds a B.A.
in economics and accounting from the College of the Holy Cross.

16
<PAGE>


                      Item 10.  Executive Compensation.

The following table provides certain summary information concerning
compensation awarded to, earned by, or paid to our Chief Executive Officer
and each of our other executive officers for services rendered to Cambex in
all capacities during the fiscal years ended December 31, 2002 and December
31, 2001.

Summary Compensation Table
                                            Annual           Long Term
                                         Compensation(1) Compensation Awards
Name and Position              Year          Salary            Options(#)

Joseph F. Kruy                 2002          $200,000(2)           -
Chairman, President and CEO    2001          $200,000(2)           -

Lois P. Lehberger              2002          $ 80,000              -
Vice President,                2001          $ 78,057(3)           -
Controller and Clerk

(1)The columns for "Bonus", "Other Annual Compensation" and "All Other
   Compensation" have been omitted because there is no such compensation
   required to be reported.

(2)Includes $100,000 and $51,923 for which payment has been deferred
   in 2002 and 2001, respectively.

(3)Includes $5,128 for which payment has been deferred.

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<PAGE>


Stock Options

The following table contains information concerning the grant of stock
options under our Year 2000 Equity Incentive Plan to the executive officers
named in the Summary Compensation Table. Each of the option grants listed
below vests in five equal installments on the first through the fifth
anniversaries of the date of grant.

Option Grants in Last Fiscal Year

Individual Grants


                  Number of     % of Total
                  Securities      Options
                  Underlying    Granted to     Exercise
                   Options     Employees in      Price    Expiration
Name                 (#)        Fiscal Year    ($/Share)     Date

Joseph F. Kruy         -             -             -           -

Lois P. Lehberger    50,000         7.14          0.22      8/7/12

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option
Value
                                                                 Value of
                                                                Unexercised
                                            Number of           In-the-money
                                            Options at           Options at
                                         December 31,2002 December 31,2002(1)
               Shares Acquired    Value     Exercisable/         Exercisable/
Name           on Exercise(#)    Realized  Unexercisable       Unexercisable

Joseph F. Kruy         -            -          -/-                  -/-

Lois P. Lehberger      -            -     64,500/90,000            45/-

(1) The closing price of our Common Stock on December 31, 2002 was
    $0.13 per share.  The numbers shown reflect the value of options
    accumulated over all years of employment.


Employment Contracts and Termination Agreements

We entered into an employment agreement with Joseph F. Kruy on November
18, 1994.  An extension of the term of this employment agreement to December
31, 2002 was approved by our board of directors in November 1999. This
employment agreement is in the process of being extended. Under his
employment agreement, Mr. Kruy is engaged to serve as our Chairman of the
Board, President and Chief Executive Officer.  Except for illness, reasonable
vacations and other customary exceptions, during the term of the agreement,
Mr. Kruy is to devote all of his working time and attention to the
performance of his duties and responsibilities at Cambex.  Mr. Kruy is to be
paid a minimum annual base salary of $200,000 per year.  Mr. Kruy is also
entitled to participate in our Incentive Bonus Plan and is eligible to
receive an annual bonus equal to 4% of our pre-tax profit, as that term is
defined in the Incentive Bonus Plan.  If Mr. Kruy voluntarily terminates his
employment with us, he is entitled to receive his base annual compensation
through the date of termination and any amount that he may be entitled to
receive under the Incentive Bonus Plan in accordance with the terms of that

18
<PAGE>

Plan.  If, after Mr. Kruy voluntarily terminates his employment with us, he
accepts employment during the remaining then current term of his agreement
with an entity that directly competes with us, then we may cease paying Mr.
Kruy any further amounts.  If we terminate Mr. Kruy's employment for reasons
other than for cause or if we give another person either the title or the
powers of the Chief Executive Officer, then Mr. Kruy is entitled to continue
to receive his annual base salary through the end of the then current term of
the agreement, and is entitled to receive any incentive bonus that would have
been earned under the Incentive Bonus Plan during the fiscal year in which
his employment was terminated.  If, following termination of Mr. Kruy's
employment with us, he accepts employment elsewhere before December 31, 2002,
then we do not have to continue to pay Mr. Kruy for the year ending December
31, 2002.  Moreover, if on the date of termination of Mr. Kruy's employment
with us, our assets are in the hands of a receiver, an assignee for the
benefit of creditors, trustee in bankruptcy, debtor-in-possession or other
entity for the benefit of creditors or if our consolidated net worth is less
than our consolidated net worth at December 31, 1999, then we have no
obligation to pay Mr. Kruy any amount after termination of his employment.

Our Super PC Memory, Inc. subsidiary entered into an employment agreement
with Richard Schaefer as of March 12, 2002. Under his employment agreement,
Mr. Schaefer is engaged to serve as Super PC Memory's Executive Vice
President.  During the term of the agreement, Mr. Schaefer is to devote all
of his working time and attention to the performance of his duties and
responsibilities at Super PC Memory. His employment, under the terms of his
employment agreement, commenced on March 12, 2002 ("Commencement Date") and
continues until December 31, 2004.  Mr. Schaefer is to be paid an annual base
salary of $180,000 per year.  Mr. Schaefer is also entitled to participate in
Cambex's Incentive Bonus Plan and is eligible to receive an annual bonus
equal to 1% of Cambex's pre-tax profit, determined pursuant to Cambex's
profit sharing plan, during the remainder of its 2002 fiscal year and its
2003 and 2004 fiscal years, subject to his continued employment at the
conclusion of the year in question. Mr. Schaefer was also granted stock
options to purchase up to 200,000 shares of the common stock of Cambex, such
options to vest, subject to his continued employment, over four years in
equal annual increments commencing on the first anniversary of his
Commencement Date. In addition, Mr. Schaefer was granted stock options to
purchase up to a maximum of 250,000 additional shares of the common stock of
Cambex ("Performance Options"), such Performance Options to vest, subject to
his continued employment, as follows:  Performance Options earned based on
profits and earnings during fiscal year 2002 shall vest over four years in
equal annual increments commencing on the first anniversary of his
Commencement Date; Performance Options earned based on profits and earnings
during fiscal year 2003 shall vest over three years in equal annual
increments commencing on the second anniversary of his Commencement Date;
Performance Options earned based on profits and earnings during fiscal year
2004 shall vest over two years in equal annual increments commencing on the
third anniversary of his Commencement Date; provided that the Performance
Options shall be earned, and the vested portion shall be exercisable when
earned, then the Performance Options shall become exercisable according to
the following formula: two thousand shares shall vest for each $1,000,000 of
gross profits and five thousand shares for each $1,000,000 of EBITDA
generated by Super PC Memory in the three fiscal years ending December 31,
2004. If the application of this formula to the gross profits and EBIDTA over
the three fiscal years would result in Mr. Schaefer's vesting in more than
250,000 Performance Options, then additional Performance Options shall be
granted to him and will vest in four equal annual installments over the four
year period ending on the eighth anniversary of the Commencement Date. If Mr.
Schaefer voluntarily terminates his employment with Super PC Memory or he is
terminated by Super PC Memory for cause or as a result of his death or
disability, he is not entitled to receive any additional compensation
following such termination other than compensation accrued but unpaid as of
his termination date.

19
<PAGE>

If Super PC Memory terminates Mr. Schaefer's employment for reasons other
than for cause, and with a minimum of 90 days notice, then Mr. Schaefer will
receive 50% of his annual base salary for one additional year following such
termination. In addition, all options that would have become exercisable by
December 31 of the year of such termination, shall immediately become
exercisable. During the term of his employment and for a period of one (1)
year following the expiration or termination of his employment, whether such
termination is voluntary or involuntary, Mr. Schaefer shall not compete with,
or own any interest in a business competitive with the business of, Super PC
Memory, or solicit customers or employees of Super PC Memory.

Our Super PC Memory, Inc. subsidiary entered into an employment agreement
with Simon Le as of March 12, 2002. Under his employment agreement, Mr. Le is
engaged to serve as Super PC Memory's Executive Vice President. During the
term of the agreement, Mr. Le is to devote all of his working time and
attention to the performance of his duties and responsibilities at Super PC
Memory. Mr. Le's employment, under the terms of his employment agreement,
commenced on March 12, 2002 ("Commencement Date") and continues until
December 31, 2004. Mr. Le is to be paid an annual base salary of $240,000 per
year, less all amounts paid by Super PC Memory for Mr. Le's automobile
expenses. Mr. Le is also eligible to receive an annual bonus equal to 0.5% of
Super PC Memory's gross profit during its 2003 and 2004 fiscal years, subject
to his continued employment. Mr. Le was also granted stock options to
purchase up to 150,000 shares of the common stock of Cambex, such options to
vest, subject to his continued employment, over four years in equal annual
increments commencing on the first anniversary of his Commencement Date. If
Mr. Le voluntarily terminates his employment with Super PC Memory or he is
terminated by Super PC Memory for cause or as a result of his death or
disability, he is not entitled to receive any additional compensation
following such termination other than compensation accrued but unpaid as of
his termination date. If Super PC Memory terminates Mr. Le's employment for
reasons other than for cause, then Super PC Memory must pay Mr. Le his annual
base salary and his options will continue to vest, as if he remained an
employee of Super PC Memory for the full term of his employment agreement,
except that any options scheduled to vest on the fourth anniversary of the
Commencement Date shall instead vest on the third anniversary of the
Commencement Date. During the term of his employment and for a period of one
(1) year following the expiration or termination of his employment, whether
such termination is voluntary or involuntary, Mr. Le shall not compete with,
or own any interest in a business competitive with the business of, Super PC
Memory, or solicit customers or employees of Super PC Memory.

We compensate our non-employee directors with an annual fee of $10,000 and a
fee of $1,000 for each meeting of the board of directors attended. In August
1998, the board of directors authorized the non-employee director
compensation to be converted from cash to shares of our common stock at a
price of $0.25 per share, or 50% of the fair market value, whichever is
greater. To date, no shares have been issued to the non-employee directors as
compensation for services as a member of the board of directors.


  Item 11.  Security Ownership of Certain Beneficial Owners and Management.

The following table presents information regarding the beneficial ownership
of Cambex's common stock as of March 26, 2003, by:

      each person, or group of persons, known to us to be the beneficial
      owner of more than five percent of our outstanding shares of common
      stock;
      each of our directors;
      each of our executive officers; and
      all current directors and officers of Cambex as a group.

20
<PAGE>

Unless otherwise noted in the table, the address for each person listed in
the table is c/o Cambex Corporation, 360 Second Avenue, Waltham, MA 02451.

Name and Address         (#)Shares of Common
of Beneficial Owner    Stock Beneficially Owned(1)    Percent of Class(2)

Joseph F. Kruy (3)             6,556,176          		 33.0%

Richard E. Calvert(4)          4,073,586           		 20.2
 7784 East Shore Road
 Traverse City, MI 49686

H. Terry Snowday, Jr.(5)       2,617,302           		 13.7
 7784 East Shore Road
 Traverse City, MI 49686

SovCap Equity Partners, Ltd.(6)1,765,939            		  8.8
 Cumberland House
 #27 Cumberland St.
 P.O. Box CB-13016
 Nassau, New Providence
 The Bahamas

Bruce D. Rozelle(7)            1,700,000            		  8.5
 9 Webster Circle
 Sudbury, MA 01776

Peter J. Kruy (8)              1,347,164            		  7.2

Philip C. Hankins (9)            630,220            		  3.3

C.V. Ramamoorthy                  99,156             		   *

Robert J. Spain                     -0-              		   *

Lois P. Lehberger (10)            64,500             		   *

All directors and executive
officers as a group
(5 persons) (11)               7,350,052           		 35.9


_______________
*		Represents beneficial ownership of less than 1%.

(1) Beneficial ownership for purposes of the table is determined in
accordance with the rules of the Securities and Exchange Commission and is
not necessarily indicative of beneficial ownership for any other purpose.  In
computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock issuable upon the
exercise of options and warrants held by that person that are currently
exercisable or exercisable within 60 days following March 26, 2003 (May 25,
2003) are deemed to be outstanding. These shares, however, are not considered
outstanding for purposes of computing the percentage ownership of any other
person.  Except as indicated in the footnotes, we believe that the persons
and entities named in the table have sole voting and sole investment power
with respect to all shares beneficially owned by them, subject to community
property laws where applicable.

(2) Percentage of ownership is based on 18,320,351 shares of common stock


21
<PAGE>

outstanding as of March 26, 2003.

(3) Includes 1,300,103 shares of common stock issuable upon exercise of stock
purchase warrants issued in 1998, 1999, 2000 and 2001 exercisable within 60
days following March 26, 2003 (or by May 25, 2003).  Includes 270,200 shares
of common stock issuable upon conversion of Series A Preferred stock issued
in 2002. This number also includes 56,250 shares held by the Kruy Family
Trust, for which Mr. Kruy's wife and children are the beneficial owners.  Mr.
Kruy disclaims beneficial ownership of these shares.  Of these shares of
common stock, 979,239 are subject to the terms of a stock pledge agreement
dated as of January 18, 2000 (the "Kruy Pledge Agreement"), among Joseph F.
Kruy, Cambex and SovCap Equity Partners, Ltd., Arab Commerce Bank Ltd., and
Correllus International Ltd.  Provided that Cambex is not in default under
the series 1 bridge note purchase agreement dated as of January 18, 2000 (the
"Bridge Note Purchase Agreement"), among Cambex and SovCap Equity Partners,
Ltd., Arab Commerce Bank Ltd., and Correllus International Ltd., the series 1
bridge financing notes issued pursuant to the Bridge Note Purchase Agreement,
or the Kruy Pledge Agreement, Mr. Kruy has the right to vote the pledged
shares.

(4) Includes 1,342,000 shares issuable upon exercise of stock purchase
warrants exercisable within 60 days following March 26, 2003 (or by May 25,
2003). Also, includes 469,200 shares of common stock issuable upon conversion
of Series A Preferred stock issued in 2002.

(5) Includes 642,000 shares issuable upon exercise of stock purchase warrants
exercisable within 60 days following March 26, 2003 (or by May 25, 2003).
Some of these warrants are held by family members and Mr. Snowday disclaims
beneficial ownership of those shares. Includes 107,610 shares of common stock
issuable upon conversion of Series A Preferred stock issued in 2002.

(6) Consists of 1,525,939 shares issuable upon the conversion of Series B
Preferred stock and a total of 240,000 shares issuable upon exercise of two
common stock purchase warrants. Mr. Barry Herman, the President of SovCap
Equity Partners, Ltd. has both voting and investment control over these
shares. Mr. Herman disclaims beneficial ownership of these shares.

(7) Consists of 1,700,000 shares issuable upon exercise of stock purchase
warrants exercisable within 60 days following March 26, 2003 (or by May 25,
2003) held by B.A. Associates. Bruce Rozelle, a son-in-law of Joseph F. Kruy,
has both voting and investment control over B.A. Associates. Mr. Rozelle
disclaims beneficial ownership of these shares.

(8) Includes 960,164 shares owned by CyberFin Corporation, a corporation
wholly owned by Peter J. Kruy, 135,000 shares subject to currently
exercisable options, and 250,000 shares issuable upon exercise of stock
purchase warrants exercisable within 60 days following March 26, 2003 (or by
May 25, 2003). Of these shares of common stock, 730,228 are subject to
the terms of a stock pledge agreement dated as of January 18, 2000 (the
"CyberFin Pledge Agreement"), among CyberFin, Cambex, and SovCap Equity
Partners, Ltd., Arab Commerce Bank Ltd., and Correllus International Ltd.
Provided that Cambex is not in default under the Bridge Note Purchase
Agreement, the series 1 bridge financing notes, or the CyberFin
Pledge Agreement, CyberFin has the right to vote the pledged shares.

(9) Includes 390,000 shares of common stock issuable upon exercise of
stock purchase warrants issued in November 1999 and 2000 exercisable within
60 days following March 26, 2003 (or by May 25, 2003). Includes 135,220
shares of common stock issuable upon conversion of Series A Preferred stock
issued in 2002.

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<PAGE>

(10) Consists of 64,500 shares subject to options exercisable within 60 days
following March 26, 2003 (or by May 25, 2003).

(11) Includes 2,160,023 shares subject to options and warrants exercisable
within 60 days following March 26, 2003 (or by May 25, 2003) and stock
issuable upon conversion of Series A Preferred stock. See footnotes
(3)through (10) above.

Solely for the purpose of calculating the aggregate market value of voting
stock held by non-affiliates of the Company as set forth on the Cover Page,
it was assumed that only directors and executive officers on the calculation
date together with spouses and dependent children of such persons constituted
affiliates.


          Item 12.  Certain Relationships and Related Transactions.

On June 1, 1998, we borrowed approximately $1,060,000, including
approximately $460,000 from Joseph F. Kruy, our Chairman of the Board,
President and Chief Executive Officer, and $250,000 from each of H. Terry
Snowday, Jr. and Richard E. Calvert, each greater than 5% shareholders of
Cambex, in exchange for the issuance of 10% Subordinated Convertible
Promissory Notes (the "10% Notes").  Under the terms of the 10% Notes, which
are due on April 30, 2003, the holders may convert the 10% Notes into shares
of common stock at a conversion price of $0.22 per share.  In addition to the
10% Notes, each holder, including Messrs. Kruy, Snowday and Calvert, were
issued a Stock Purchase Warrant, the exercise of which will allow the warrant
holder to purchase one share of common stock, at $0.50 per share, for each
dollar loaned to us.  Additional Stock Purchase Warrants to purchase 96,373
shares of common stock, at an exercise price of $0.50 per share, were issued
to the holders of 10% Notes on June 1, 1999 in relation to interest due on
the June 1, 1998 notes.  We believe that the borrowing arrangements we made
with Messrs. Kruy, Snowday and Calvert and others were on terms at least as
favorable to us as we would have expected from lenders unrelated to us and
Messrs. Kruy, Snowday and Calvert. From June 1, 1999 through August 18, 1999,
we raised $210,000 in exchange for the issuance of 10% Subordinated
Convertible Promissory Notes. During this time period Joseph F. Kruy loaned
us $100,000, and Messrs. Snowday and Calvert each loaned us $55,000 of the
total amount that we borrowed.  In exchange for these loans, we issued 10%
Subordinated Convertible Promissory Notes, including 10% Subordinated
Convertible Promissory Notes to Messrs. Kruy, Snowday and Calvert.  We
believe that the borrowing arrangements we made with Messrs. Kruy, Snowday
and Calvert were on terms at least as favorable to us as we would have
expected from lenders unrelated to us and Messrs. Kruy, Snowday and Calvert.
On March 29, 2002, Joseph F. Kruy, Richard E. Calvert, H. Terry Snowday, Jr.
and a person unrelated to the company converted their 10% Subordinated
Convertible Promissory Notes and accrued interest into common stock. They
were issued 7,540,871 shares of common stock at $0.22 per share. As of
December 31, 2002 none of the 10% Notes remained outstanding.

On November 9, 1998, we entered into a Loan and Security Agreement with
B.A. Associates, Inc. (BAA), which is a corporation owned by Bruce Rozelle, a
son-in-law of Joseph F. Kruy, our Chairman, President and Chief Executive
Officer.  This Loan and Security Agreement, as amended by a First Amendment
to Loan and Security Agreement dated March 15, 1999, and further amended
through December 27, 2001 (as so amended, the "BAA Loan Agreement"),
allows us to borrow up to $1,100,000, which is the maximum that may be
outstanding at any one time. Under the BAA Loan Agreement, we granted
BAA a first priority security interest in all of our accounts, instruments,
documents, general intangibles, equipment, inventory, and proceeds of any of
the foregoing.  We are obligated to pay all amounts that we receive from
collections of our

23
<PAGE>

accounts receivable to BAA not less frequently than each week until the
outstanding loan amount plus interest, which accrues at a 12% annual rate, is
fully paid.  Under the terms of the BAA Loan Agreement, originally BAA
received a warrant for the purchase of 1.3 million shares of common stock, at
an exercise price of $0.22 per share.  In consideration for increasing the
amount of available funds, the Company agreed to issue an additional warrant
to BAA for the purchase of 400,000 shares of our common stock, at an exercise
price of $1.25 per share.  We believe that the borrowing arrangements we made
with BAA were on terms at least as favorable to us as we would have expected
from lenders unrelated to us and relatives of Mr. Kruy. If we were to default
under the terms of the Loan and Security Agreement and as a result BAA
demanded immediate repayment of the amounts owed to it under the Loan and
Security Agreement, we would be unable to satisfy the obligation.

In November 1999, we borrowed $125,000 from Joseph F. Kruy and $125,000 from
Philip C. Hankins, a member of our board of directors, and $100,000 from each
of Messrs. Snowday and Calvert.  We also entered into separate Loan and
Security Agreements with each of Messrs. Kruy, Hankins, Calvert and Snowday.
At that time, we entered into one other Loan and Security Agreement with a
person unrelated to the company (the "Other 1999 Lender") pursuant to which
we borrowed an additional $100,000.  Our payment obligations under these Loan
and Security Agreements (the "1999 Loan Agreements") are evidenced by 12%
Notes due in November 2001.  Under the 1999 Loan Agreements, we granted each
of Messrs. Kruy, Hankins, Snowday and Calvert and the Other 1999 Lender a
first priority security interest in all of our accounts, instruments,
documents, general intangibles, equipment, inventory, and proceeds of any of
the foregoing.  Originally, under the terms of the 1999 Loan Agreements,
Messrs. Kruy, Hankins, Calvert and Snowday and the Other 1999 Lender received
a warrant to purchase up two shares of common stock for each dollar loaned to
us, at an exercise price of $2.00 per share.  When we extended the term of
the loans in November 2000, the Company agreed to issue additional warrants
to Messrs. Kruy, Hankins, Snowday and Calvert and the Other 1999 Lender to
purchase one share of our common stock for each dollar loaned to us at an
exercise price of $1.25 per share.  We believe that the borrowing
arrangements we made with Mr. Kruy and others were on terms at least as
favorable to us as we would have expected from lenders unrelated to us.  In
March through May 2001, we borrowed $50,000 from Joseph F. Kruy and $300,000
from Richard E. Calvert.  We also entered into separate Loan and Security
Agreements with Messrs. Kruy and Calvert. Our payment obligations under these
Loan and Security Agreements (the "2001 Loan Agreements") are evidenced by
12% Notes due in March through May 2002.  Under the 2001 Loan Agreements, we
granted each of Messrs. Kruy and Calvert a first priority security interest
in all of our accounts, instruments, documents, general intangibles,
equipment, inventory, and proceeds of any of the foregoing.  Under the terms
of the 2001 Loan Agreements, Messrs. Kruy and Calvert received a warrant to
purchase up to two shares of common stock for each dollar loaned to us, at an
exercise price of $0.50 per share. We believe that the borrowing arrangements
we made with Mr. Kruy and others were on terms at least as favorable to us as
we would have expected from lenders unrelated to us. In July through
September 2001, we borrowed $100,000 from Joseph F. Kruy and $100,000 from
Richard E. Calvert.  We also entered into separate Loan and Security
Agreements with Messrs. Kruy and Calvert. Our payment obligations under these
Loan and Security Agreements (the "July through September 2001 Loan
Agreements") are evidenced by 12% Notes due in January 2002.  Under the July
through September 2001 Loan Agreements, we granted each of Messrs. Kruy and
Calvert a first priority security interest in all of our accounts,
instruments, documents, general intangibles, equipment, inventory, and
proceeds of any of the foregoing.  Under the terms of the July through
September 2001 Loan Agreements, Messrs. Kruy and Calvert received a warrant
to purchase up one share of common stock for each dollar loaned to us, at an
exercise price of $0.25 per share. We believe that the borrowing arrangements
we made with Mr. Kruy and others were on terms at least

24
<PAGE>

as favorable to us as we would have expected from lenders unrelated to us. In
April through July 2002, we borrowed $125,000 from Joseph F. Kruy and $50,000
from Richard E. Calvert.  We also entered into separate Loan and Security
Agreements with Messrs. Kruy and Calvert. Our payment obligations under these
Loan and Security Agreements (the "2002 Loan Agreements") are evidenced by
12% Notes due in April through July 2003.  Under the 2002 Loan Agreements, we
granted each of Messrs. Kruy and Calvert a first priority security interest
in all of our accounts, instruments, documents, general intangibles,
equipment, inventory, and proceeds of any of the foregoing.  Under the terms
of the 2002 Loan Agreements, Messrs. Kruy and Calvert received a warrant to
purchase up one share of common stock for each dollar loaned to us, at an
exercise price of $0.25 per share. We believe that the borrowing arrangements
we made with Mr. Kruy and others were on terms at least as favorable to us as
we would have expected from lenders unrelated to us. On June 28, 2002, in
transactions exempt under Section 4(2) of the Securities Act, Joseph F. Kruy,
Richard E. Calvert, H. Terry Snowday, Jr., and Philip Hankins converted Loan
and Security Agreements with an aggregate principal amount of $1,000,000 plus
accrued interest into Series A Convertible Preferred stock. They were issued
98,223 shares of Series A Convertible Preferred stock. The Series A
Convertible Preferred shares have a dividend rate of 12%. The purchase price
per share of the Series A Convertible Preferred stock was $12.50. The Series
A Preferred stock is convertible into shares of common stock, at any time at
the holder's option. The holders of the 98,223 shares of Series A Preferred
stock could convert their preferred shares into 982,230 shares of common
stock. As of December 31, 2002, the balance outstanding under Loan and
Security Agreements is $275,000 of which $125,000 is owed to Joseph F. Kruy
and $50,000 is owed to Richard E. Calvert.


  Item 13.  Exhibits and Reports on Form 8-K.


       (a)   The following documents are filed as part of this report:

             (1)   The financial statements listed in the index to
                   financial statements appearing at page F-1 of this
                   report, which index is incorporated in this item by
                   reference.

             (2)   See the exhibit index following on page A-1.



        (b) On November 14, 2002, we filed a Report on Form 8-K furnishing
            one form of Certification, signed by Joseph F. Kruy, President
            and Treasurer of Cambex Corporation, the Company's principal
            executive officer and principal financial officer, as required by
            section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
            and (b) of section 1350, chapter 63 of title 18, United States
            Code).



                      Item 14. Controls and Procedures

Our principal executive officer and principal financial officer, Joseph F.
Kruy, has evaluated the effectiveness of our disclosure controls and
procedures and concluded that there are no significant deficiencies in the
design or operation of internal controls which could adversely affect our
ability to record, process, summarize and report financial data and has
determined that there are no material weaknesses in internal controls. There
were no significant changes in internal controls or in other factors that

25
<PAGE>

could significantly affect internal controls subsequent to the date of our
most recent evaluation.




26
<PAGE>

                                EXHIBIT INDEX

The following exhibits are filed herewith or incorporated by reference
herein.

Exhibit

3.1	Restated Articles of Organization of Cambex Corporation (included as
Exhibit 3.1 to the Company's Registration Statement on Form SB-2,
declared effective with the Commission on November 7, 2000, Reg. No.
333-43294, and incorporated herein by reference).

3.2	Restated By-laws of Cambex Corporation (included as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2, declared effective with
the Commission on November 7, 2000, Reg. No. 333-43294, and
incorporated herein by reference).

3.3 Series A Preferred Stock Certificate of Designations (included as Exhibit
10.37 to the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002 and incorporated herein by reference).

3.4 Series B Preferred Stock Certificate of Designations (included as Exhibit
10.39 to the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002 and incorporated herein by reference).

4.1	Specimen Stock Certificate (included as Exhibit 4.1 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).

4.2	Registration Rights Agreement among the Company and the Purchasers
identified therein (the "Sovereign Purchasers") dated as of January 18,
2000 (included as Exhibit 4.1 to the Company's Amendment to Quarterly
Report on Form 10-Q/A for the quarter ended April 1, 2000, and
incorporated herein by reference).

4.3	Registration Rights Agreement between the Company and SovCap Equity
Partners, Ltd. dated as of June 28, 2002 (included as Exhibit 4.3 to the
Company's Registration Statement on Form SB-2, filed with the Commission on
November 25, 2002 and incorporated herein by reference).

10.1	Employment Agreement between Joseph F. Kruy and the Company,
dated as of November 18, 1994 (included as Exhibit 10.1 to the
Company's Amendment to Quarterly Report on Form 10-Q/A for the quarter
ended April 1, 2000, and incorporated herein by reference).

10.2	Incentive Bonus Plan (included as Exhibit 10.2 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).

                                       A-1

27
<PAGE>


                           EXHIBIT INDEX(CONTINUED)


10.3	1987 Combination Stock Option Plan (included as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1987, and incorporated herein by reference).

10.4	2000 Equity Incentive Plan (included as Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, and incorporated herein by reference).

10.5	Series 1 Bridge Note Purchase Agreement among the Company and the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.7 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).

10.6	Escrow Agreement among the Company, the Sovereign Purchasers and
Suntrust Bank, Atlanta dated as of January 6, 2000 (included as Exhibit
10.8 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).

10.7	Placement Agent Agreement between the Company and Sovereign
Capital Advisors, LLC ("Sovereign Advisors") dated as of January 18, 2000
(included as Exhibit 10.9 to the Company's Amendment to Quarterly
Report on Form 10-Q/A for the quarter ended April 1, 2000, and
incorporated herein by reference).

10.8	Guaranty Agreement among Joseph F. Kruy, the Company and the
Sovereign Purchasers dated as of January 18, 2000. (included as Exhibit 10.10
to the Company's Amendment to Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).

10.9	Guaranty Agreement among CyberFin Corporation, the Company and
the Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.11 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).

10.10	Stock Pledge Agreement by Joseph F. Kruy in favor of the
Sovereign Purchasers dated as of January 18, 2000  (included as Exhibit
10.12 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).

10.11	Stock Pledge Agreement by CyberFin Corporation in favor of the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.13 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).

10.12	Series 1 Bridge Financing Note in favor of SovCap Equity
Partners, Ltd. dated as of January 18, 2000 (included as Exhibit 10.14
to the Company's Amendment to the Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).

                                      A-2
28
<PAGE>

                          EXHIBIT INDEX(CONTINUED)

10.13	Series 1 Bridge Financing Note in favor of Correllus
International, Ltd. dated as of January 18, 2000 (included as Exhibit
10.16 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).

10.14	Common Stock Purchase Warrant in favor of SovCap Equity Partners,
Ltd. dated as of January 18, 2000 (included as Exhibit 10.18 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).

10.15	Common Stock Purchase Warrant in favor of Correllus
International, Ltd. dated as of January 18, 2000 (included as Exhibit
10.19 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).

10.16	Sovereign Warrant Agreement between the Company and Sovereign
Advisors dated as of January 18, 2000 (included as Exhibit 10.20 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).

10.17	Warrant Certificate registered in the name of Sovereign Advisors
dated January 18, 2000 (included as Exhibit 10.21 to the Company's
Amendment to the Quarterly Report on Form 10-Q/A for the quarter ended
April 1, 2000, and incorporated herein by reference).

10.18	Series 1 Bridge Financing Note in favor of Arab Commerce Bank
Ltd. dated as of February 9, 2000 (included as Exhibit 10.22 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).

10.19	Common Stock Purchase Warrant in favor of Arab Commerce Bank Ltd.
dated as of February 9, 2000 (included as Exhibit 10.24 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).

10.20	Series 1 Bridge Financing Note in favor of SovCap Equity
Partners, Ltd. dated as of February 9, 2000 (included as Exhibit 10.25
to the Company's Amendment to the Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).

10.21	Common Stock Purchase Warrant in favor of SovCap Equity Partners,
Ltd. dated as of February 9, 2000 (included as Exhibit 10.27 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).

10.22	Loan and Security Agreement, as amended, by and between the
Company and BA Associates, Inc. (included as Exhibit 10.27 to the Company's
Registration Statement on Form SB-2 filed with the Commission on November 29,
2000, Reg. No. 333-50936, and incorporated herein by reference.)

10.23 Fifth Amendment to Loan and Security Agreement, as amended, by and
between the Company and B.A. Associates, Inc., dated as of December 27, 2000
(included as Exhibit 10.28 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000, and incorporated herein by
reference).
                                 A-3

29
<PAGE>

                              EXHIBIT INDEX(CONTINUED)

10.24 Form of Warrant Certificate between the Company and B.A. Associates,
Inc. (included as Exhibit 10.29 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000, and incorporated herein by
reference).

10.25 Sixth Amendment to Loan and Security Agreement, as amended, by and
between the Company and B.A. Associates, Inc., dated as of December 27, 2001
(included as Exhibit 10.30 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2001 and incorporated herein by
reference).

10.26 Stock Purchase and Sale Agreement dated as of January 31, 2002 by
and among Cambex Corporation, Super PC Memory, Inc., Son T. Pham,
Simon Le and Richard G. Schaefer (included as Exhibit 2.1 to the Company's
Current Report on Form 8-K dated March 27, 2002, and incorporated herein by
reference).

10.27 Amendment to the Stock Purchase and Sale Agreement dated as of July 29,
2002 by and among Cambex Corporation, Super PC Memory, Inc., Son T. Pham,
Simon Le and Richard G. Schaefer (included as Exhibit 10.32 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002 and
incorporated herein by reference).

10.28 Securities Exchange Agreement dated as of June 28, 2002 by and between
the Company and Richard Calvert (included as Exhibit 10.33 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002 and
incorporated herein by reference).

10.29 Securities Exchange Agreement dated as of June 28, 2002 by and between
the Company and H. Terry Snowday (included as Exhibit 10.34 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002 and
incorporated herein by reference).

10.30 Securities Exchange Agreement dated as of June 28, 2002 by and between
the Company and The Hankins Family Trust (included as Exhibit 10.35 to the
Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002
and incorporated herein by reference).

10.31 Securities Exchange Agreement dated as of June 28, 2002 by and between
the Company and Joseph Kruy (included as Exhibit 10.36 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002 and
incorporated herein by reference).

10.32 Securities Exchange Agreement dated as of June 28, 2002 by and between
the Company and SovCap Equity Partners, Ltd (included as Exhibit 10.38 to the
Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002
and incorporated herein by reference).

21.1	List of subsidiaries of the Company.

99.2 Consent of Sullivan Bille, P.C.

99.1  Certification as required by section 906 of the Sarbanes-Oxley Act of
2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United
States Code).

99.2 Risk Factors.
                                     A-4

30
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES


                 (Information required by Part II, Item 7 and
                        Part III, Item 13 of Form 10-KSB)


                             FINANCIAL STATEMENTS

                                                                Page

Report of Independent Public Accountants                        F - 2

Consolidated Balance Sheets - December 31, 2002 and 2001        F - 3

Consolidated Statements of Operations for the Years
       Ended December 31, 2002 and December 31, 2001            F - 5

Consolidated Statements of Stockholders' Investment
       for the Years Ended December 31, 2002 and
       December 31, 2001                                        F - 6

Consolidated Statements of Cash Flows for the
       Years Ended December 31, 2002 and December 31, 2001      F - 7

Notes to Consolidated Financial Statements                      F - 8







                                                               F-1
31
<PAGE>

                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Cambex Corporation

We have audited the accompanying consolidated balance sheet of Cambex
Corporation (a Massachusetts corporation) and subsidiaries as of December 31,
2002 and 2001, and the related consolidated statements of operations,
stockholders' investment and cash flows for the years then ended.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements.  An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated financial
statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Cambex
Corporation and subsidiaries as of December 31, 2002 and 2001 and the results
of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States
of America.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed in
Note 1 to the consolidated financial statements, the Company has suffered
recurring losses from operations that raises substantial doubt about its
ability to continue as a going concern.  Management's plans in regard to
these matters are also described in Note 1.  The consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.




                                 SULLIVAN BILLE, P.C.
                                 CERTIFIED PUBLIC ACCOUNTANTS

Tewksbury, Massachusetts
March 17, 2003





                                                    F-2
32
<PAGE>
                       CAMBEX CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                       DECEMBER 31, 2002 AND DECEMBER 31, 2001

                                      ASSETS

                                                DECEMBER 31,   DECEMBER 31,
                                                     2002          2001


CURRENT ASSETS:

   CASH AND CASH EQUIVALENTS                    $   544,911   $   209,573

   ACCOUNTS RECEIVABLE,
   Less Reserves of $120,000
   in 2002 and $58,000 in 2001                    1,334,374       240,384


   INVENTORIES                                      364,851       472,910

   PREPAID EXPENSES                                  68,953        56,729

      TOTAL CURRENT ASSETS                      $ 2,313,089   $   979,596

PROPERTY AND EQUIPMENT, at cost:
   MACHINERY AND EQUIPMENT                      $ 3,072,567   $ 3,052,887
   FURNITURE AND FIXTURES                           162,625       162,625
   LEASEHOLD IMPROVEMENTS                           602,092       602,092
                                                $ 3,837,284   $ 3,817,604

 LESS - ACCUMULATED DEPRECIATION
             AND AMORTIZATION                     3,812,872     3,772,186

 NET PROPERTY AND EQUIPMENT                     $    24,412   $    45,418

OTHER ASSETS
      DEFERRED OFFERING COSTS                   $      -      $   427,975
      GOODWILL                                      257,372          -
      OTHER                                          37,830        37,830

        TOTAL OTHER ASSETS                      $   295,202   $   465,805

  TOTAL ASSETS                                  $ 2,632,703   $ 1,490,819

The accompanying notes are an integral part of these consolidated financial
statements.


                                       F-3
33
<PAGE>



                          CONSOLIDATED BALANCE SHEETS

                     DECEMBER 31, 2002 AND DECEMBER 31, 2001

                    LIABILITIES AND STOCKHOLDERS' INVESTMENT

                                                DECEMBER 31,     DECEMBER 31,
                                                    2002             2001

CURRENT LIABILITIES:
LINE OF CREDIT                                $     802,097  $        -
LOAN AGREEMENT                                    1,032,869      1,057,991
NOTES PAYABLE                                       425,000      2,850,000
ACCOUNTS PAYABLE                                  1,560,147        826,852
OBLIGATIONS FOR TRADE-IN MEMORY                     240,000        240,000
OTHER LIABILITIES-SHORT
 TERM PORTION                                     2,543,181      2,629,765
ACCRUED EXPENSES                                  1,616,864      1,950,672

 TOTAL CURRENT LIABILITIES                    $   8,220,158  $   9,555,280

LONG TERM DEBT                                $        -     $   1,273,730
OTHER LIABILITIES-LONG
 TERM PORTION                                          -            84,642

STOCKHOLDERS' INVESTMENT:
PREFERRED STOCK, $ 1.00 PAR VALUE PER SHARE
AUTHORIZED - 3,000,000 SHARES
 SERIES A - ISSUED -  98,223 shares in 2002   $      98,223  $        -
 SERIES B - ISSUED - 147,240 shares in 2002         147,240           -

COMMON STOCK, $ .10 PAR VALUE PER SHARE
AUTHORIZED - 25,000,000 SHARES
 ISSUED - 19,865,609 shares in 2002, and
  11,484,738 shares in 2001                       1,986,561  $   1,148,474
CAPITAL IN EXCESS OF PAR VALUE                   20,498,545     16,268,677
ACCUMULATED OTHER
   COMPREHENSIVE INCOME                             101,774        102,677
RETAINED EARNINGS (DEFICIT)                     (27,530,827)   (26,053,690)
LESS - COST OF SHARES OF COMMON STOCK
       HELD IN TREASURY 1,545,258
       in 2002 and in 2001                         (888,971)      (888,971)

TOTAL STOCKHOLDERS' INVESTMENT                $  (5,587,455) $  (9,422,833)
TOTAL LIABILITIES AND
 STOCKHOLDERS' INVESTMENT                     $   2,632,703  $   1,490,819

The accompanying notes are an integral part of these consolidated financial
statements.

                                   F-4


34
<PAGE>
                      CAMBEX CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE YEARS ENDED DECEMBER 31, 2002 AND DECEMBER 31, 2001


                                                Year Ended    Year Ended
                                               December 31,  December 31,
                                                    2002         2001


REVENUES                                         $14,345,060 $ 1,855,011
COST OF SALES                                     10,555,258     892,297

Gross profit                                     $ 3,789,802 $   962,714

OPERATING EXPENSES:
   Research and development                      $   914,188 $ 1,030,241
   Selling                                         2,978,152     504,399
   General and administrative                        866,970     420,357
   Total operating expenses                      $ 4,759,310 $ 1,954,997

OPERATING INCOME (LOSS)                          $(  969,508)$(  992,283)

OTHER INCOME (EXPENSE):
   Interest expense                                 (507,629) (  551,000)

INCOME (LOSS) BEFORE INCOME TAXES                $(1,477,137)$(1,543,283)
   Provision for income taxes                           -           -

NET INCOME (LOSS)                                $(1,477,137)$(1,543,283)
OTHER COMPREHENSIVE INCOME, NET OF TAX:
   Foreign currency translation adjustments       (      903)        212

TOTAL COMPREHENSIVE INCOME (LOSS)                $(1,478,040)$(1,543,283)

INCOME(LOSS) PER COMMON SHARE                    $     (0.09)$     (0.16)

Weighted Average Common Shares Outstanding        16,320,000   9,890,000
Weighted Average Common and Common
Equivalent Shares Outstanding                     16,320,000   9,890,000

The accompanying notes are an integral part of these consolidated financial
statements.

                                    F-5

35
<PAGE>

                         CAMBEX CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT


                  Common Stock  Capital in  Accumulated  Retained   Cost of
                     $.10       Excess of     Other      Earnings Shares of
                   Par Value    Par Value  Comprehensive (Deficit)Common
Stock
                                               Income                Held in
                                                                    Treasury

BALANCE AT DECEMBER
 31, 2000             $1,128,785 $16,024,049 $102,465 $(24,510,407)$(876,966)

ADD:
Net loss              $     -    $      -    $   -    $( 1,543,283)$    -
Issuance of warrants        -          1,400     -            -         -
Issuance of common stock     250       3,031     -            -         -
Purchase of shares for
 the treasury               -           -        -            -      (12,005)
Translation adjustment      -           -         212         -         -
Conversion of note payable19,439     240,197     -            -         -

BALANCE AT
 DECEMBER 31, 2001    $1,148,474 $16,268,677 $102,677 $(26,053,690)$(888,971)

ADD:
Net loss              $     -    $      -    $   -    $( 1,477,137)$    -
Conversion of long
 term debt               754,087     904,905     -            -         -
Acquisition of business   84,000     302,800     -            -         -
Translation adjustment      -           -        (903)        -         -
Conversion of notes
 Payable                    -      3,022,163     -            -         -

BALANCE AT
 DECEMBER 31, 2002    $1,986,561 $20,498,545 $101,774 $(27,530,827)$(888,971)


                        Series A             Series B
                      Preferred Stock    Preferred Stock
                      $1.00 Par Value    $1.00 Par Value

BALANCE AT
 DECEMBER 31, 2001    $   -              $    -

Conversion of notes
 Payable                98,223             147,240

BALANCE AT
 DECEMBER 31, 2002    $ 98,223           $ 147,240


The accompanying notes are an integral part of these consolidated financial
statements.

                                         F-6

36
<PAGE>


                       CAMBEX CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOW
               FOR THE YEARS ENDED DECEMBER 31, 2002 AND DECEMBER 31, 2001

	                                           Year Ended    Year Ended
                                                 December 31,  December 31,
                                                    2002         2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                  $(1,477,137)$(1,543,283)
Adjustments to reconcile net income(loss) to net
cash provided by(used in)operating activities:
 Depreciation                                      $    40,686 $    50,705
 Amortization of prepaid expenses                        4,048       7,225
 Common stock issued as compensation                      -          3,281
Change in assets and liabilities:
  Decrease (increase) in accounts receivable         1,590,204      82,504
  Decrease(increase)in inventory                     1,077,854     (12,290)
  Decrease(increase)in prepaid expenses                  1,900       3,347
  Increase(decrease)in accounts payable             (  754,479)    242,126
  Increase(decrease)in accrued expenses                678,897     599,177
  Increase(decrease)in other liabilities            (  171,226)   ( 22,886)
     Total adjustments                             $ 2,467,884 $   953,189
Net cash provided by(used in) operating activities $   990,747 $(  590,094)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of equipment, net                       $      -    $      -
 Net cash provided by(used in)investing activities $      -    $      -

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase(decrease) in notes payable               $   175,000 $   550,000
 Proceeds from sale of common stock and warrants          -          1,400
 Purchase of common stock for the treasury                -        (12,005)
 Net borrowings(repayments) under line of credit    (  804,384)
 Net borrowings(repayments) under loan agreement    (   25,122)     25,548
 Net cash provided by
 (used in) financing activities                    $(  654,506)$   564,943
 Effect of exchange rate changes on cash            (      903)        212
 Net increase (decrease) in
  cash and cash equivalents                        $   335,338 $  ( 24,939)
 Cash and cash equivalents at beginning of year        209,573     234,512
 Cash and cash equivalents at end of year          $   544,911 $   209,573

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                         $   117,371 $    50,000
  Income Taxes                                            -           -
Non-cash financing activity:
 Conversion of notes payable and accrued interest
 into common stock, net of deferred offering costs $      -    $   259,636
 Conversion of long term debt and accrued interest
 into common stock                                   1,658,992        -
 Net assets of business acquired and increase
 in goodwill financed via issuance of common stock     511,800        -
 Conversion of notes payable and accrued interest
  into preferred stock, net of deferred
  offering costs                                   $ 3,267,626 $      -

The accompanying notes are an integral part of these consolidated financial
statements.
                                                                F-7

37
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     December 31, 2002 and 2001

(1)   Liquidity


As further described in Note 12, from June 1, 1998 through August 18, 1999,
we raised $1,270,000 in cash from the issuance of 10% Subordinated
Convertible Promissory Notes. We also have a loan and security agreement
under which we may borrow up to $1,100,000 outstanding at any one time of
which $1,032,869 was outstanding as of December 31, 2002. During 1999, we
raised $550,000 in cash from the issuance of notes payable with interest at
12% per annum and maturities of November, 2001. During 2000, we raised
$2,000,000 in cash from the issuance of series 1 bridge financing notes that
matured in the third quarter of 2000. During 2001, we raised $550,000 in cash
from the issuance of notes payable with interest at 12% per annum. During
2002, we raised $175,000 in cash from the issuance of notes payable with
interest at 12% per annum.

We have suffered recurring losses from operations that raise substantial
doubt about our ability to continue as a going concern. Our working capital
deficit is a significant threat to our ability to continue as a going
concern. Our ability to continue as a going concern is dependent upon several
factors including, but not limited to, our ability to generate revenues and
gross profits in significantly greater amounts than in the past five fiscal
years and our ability to raise additional capital. The additional financing,
if obtained, will be used to fund our continuing operations, particularly in
development, sales and marketing. Our management continues to work to
establish new strategic alliances that it believes will result in increased
revenues through the sale of a greater volume of products. These consolidated
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should we be unable to
continue as a going concern.

We need additional capital and additional financing may not be available. We
believe that the combination of current existing cash, available borrowing
capacity and our ability to obtain additional long-term indebtedness may not
be adequate to finance our operations for our current activities and
foreseeable future activities. Currently, our cash burn rate from operations
is approximately $80,000 per month or $960,000 per year at current sales
levels. For each $100,000 reduction in sales per month, our cash burn rate
would increase by approximately $28,000 per month. Conversely, for each
$100,000 increase in sales per month, our cash burn rate would decrease by
approximately $28,000 per month. These estimates may change based on product
mix. The burn rate is an estimate. The actual burn rate may differ materially
as a result of a number of factors, risks and uncertainties that are
described herein. We are trying to raise additional capital and if we are
unable to raise additional capital, we may not be able to meet our
anticipated working capital requirements.



                                                  F-8

38

<PAGE>


                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         December 31, 2002 and 2001

                                 (Continued)
(1)Liquidity(continued)

We are attempting to raise additional capital to cover the burn rate not
covered by incremental gross profit. This amount is dependent upon sales and
gross profit. If sales and gross profit do not increase or capital cannot be
raised to cover the current burn rate, we intend to reduce operating expenses
as much as practicable to continue operations until balance is established.

If we are not successful in raising additional capital or increasing our
sales to adequate levels, we will not be able to continue our current
operations and there is substantial doubt as to our ability to continue as a
going concern. There can be no assurance that we will be successful in
raising such additional capital at all or on terms commercially acceptable to
us or our shareholders.

In addition, the sale of equity securities could result in the dilution of
the percentage ownership of existing shareholders and could also adversely
affect the market price of our common stock.

(2)   Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Cambex Corporation and its wholly-owned subsidiaries.  All material
intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

We manufacture equipment for sale or lease.  We follow the guidance in Staff
Accounting Bulletin ("SAB") 101 in applying generally accepted accounting
principles to revenue recognition in consolidated financial statements. We
include items in revenue when the following criteria are met: persuasive
evidence of an arrangement exists, delivery has occurred or services have
been rendered, our price to the buyer is fixed or determinable and
collectibility is reasonably assured. The "obligations for trade-in memory"
were determined in each contract when we took mainframe memory in trade when
we installed our mainframe memory in our customers' computers. The amount
remaining in this account is an obligation for product credit which was
established when mainframe memory was traded-in for the purchase of memory.







                                           F-9
39
<PAGE>




                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    December 31, 2002 and 2001

                                 (Continued)


(2)   Summary of Significant Accounting Policies - Continued

Inventories

Inventories, which include materials, labor and manufacturing overhead, are
stated at the lower of cost (first-in, first-out) or market and consist of
the following:
                                         December 31,       December 31,
                                             2002               2001

     Raw materials                     $   215,693        $   367,570
     Work-in-process                        69,412             59,591
     Finished goods                         79,746             45,749

                                       $   364,851        $   472,910


Property and Equipment

We provide for depreciation and amortization on a straight- line basis to
amortize the cost of property and equipment over their estimated useful lives
as follows:

             Leasehold improvements          2-10 Years
             Machinery and equipment         3- 8 Years
             Furniture and fixtures          3- 8 Years
             Leased equipment                3- 5 Years

Maintenance and repair items are charged to expense when incurred; renewals
or betterments are capitalized.

If property is sold or otherwise disposed of, our policy is to remove the
related cost and accumulated depreciation from the accounts and to include
any resulting gain or loss in income.

Depreciation expense of $40,686 and $50,705, was recorded for the periods
ended December 31, 2002 and December 31, 2001, respectively.

Deferred Offering Costs

Deferred offering costs represented the costs associated with the
registration of our common stock and were reduced as series 1 bridge
financing notes were converted.


                                     F-10

40
<PAGE>



                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    December 31, 2002 and 2001

                                 (Continued)

(2)   Summary of Significant Accounting Policies - Continued



Net Income (Loss) Per Common Share

Basic income (loss) per share amounts are based on the weighted average
number of common shares outstanding during each year. Diluted income (loss)
per share amounts are based on the weighted average number of common shares
and common share equivalents outstanding during each year to the extent such
equivalents have a dilutive effect on the income (loss) per share.

For the years ended December 31, 2002 and December 31, 2001, common share
equivalents (options, warrants and convertible preferred stock) were not
included in diluted income (loss) per share because we incurred a loss for
the year.  The inclusion of the common stock equivalents would have had an
antidilutive effect on the computation of diluted income (loss) per share.

Cash and Cash Equivalents

Cash and cash equivalents are recorded at cost which approximates market
value.  Cash equivalents include certificates of deposit, government
securities and money market instruments purchased with maturities of less
than three months.

Stock Options

Proceeds from the sale of newly issued stock to employees under our stock
option plans are credited to common stock to the extent of par value and the
excess to capital in excess of par value.

Disclosures about the Fair Value of Financial Instruments

Our financial instruments consist mainly of cash, cash equivalents, accounts
receivable, investment in sales-type leases, property held for sale, accounts
payable, notes payable, a line of credit and a revolving credit agreement.
The carrying amounts of these financial instruments approximate their fair
value due to the short-term nature of these instruments.

Use of Estimates

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities as of the
date of the consolidated financial statements, and the reported amounts of
income and expenses during the reporting periods.  Actual results could
differ from those estimates.

                                                F-11


41
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    December 31, 2002 and 2001

                                 (Continued)

(2)   Summary of Significant Accounting Policies - Continued


Goodwill and Other Intangible Assets

In accordance with Financial Accounting Standards (SFAS) No. 142, goodwill
cannot be amortized. However, a test for impairment must be performed
annually, or immediately, if events or changes in circumstances indicate that
such an impairment could exist. The goodwill impairment test has two steps.
We identify potential impairments by comparing the fair value of the
reporting unit with its book value, including goodwill. If the fair value
exceeds the book value, goodwill is considered not impaired and the second
step of the impairment test is not necessary. If the book value exceeds its
fair value, the second step calculates the possible impairment loss by
comparing the implied fair value of goodwill with the carrying amount. If the
implied goodwill is less than the carrying amount, a write-down is recorded.

Comprehensive Income

On January 1, 1998, we adopted SFAS No. 130, "Reporting Comprehensive
Income." This statement requires that changes in stockholders' equity from
transactions and events other than those resulting from investments by and
distributions to stockholders be reflected in comprehensive income or loss.

Segment Reporting

SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information," became effective for periods beginning after December 31, 1997.
This statement requires the presentment of information about the identifiable
components comprising an enterprise's business activities.

We have determined that there are no separately reportable operating segments
and, therefore, do not present separate reporting segments in the
consolidated financial statements.

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation", encourages but does
not require companies to record compensation cost for stock-based employee
compensation plans at fair value.  We have chosen to continue to account for
such plans using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25.  Accordingly, compensation cost for stock
options is measured as the excess, if any, of the quoted market price of our
stock at the date of grant over the exercise price of the stock (See Note
10).




                                           F-12
42
<PAGE>
                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     December 31, 2002 and 2001
                                 (Continued)

 (3)   Business Operations

We are a designer and supplier of data storage products and solutions.  Our
products include memory for computing systems and fibre channel connectivity
and storage products used to build storage area networks (SANs).

We sell our products to OEMs, resellers and directly to end-users. In 2001
and 2002, our largest customers included Lockheed Martin, Oracle, Hewlett-
Packard and StorageTek.

In the year ended December 31, 2002, our top five customers accounted
for approximately 21% of our total net revenues, and, in the year ended
December 31, 2001, our top five customers accounted for approximately 74% of
our total net revenues. During 2002, no customer exceeded 10% of total
revenues. During 2001, two customers, Compaq and StorageTek, accounted for
46% and 16%, respectively, of total revenues. There is no assurance that
current customers will remain our customers in the future and the loss of a
major customer could have a material effect on our business.


(4)   Income Taxes

In accordance with SFAS No. 109, "Accounting For Income Taxes", deferred tax
assets and liabilities are determined based on the difference between the
financial statement and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to
reverse.

The following table presents the components of income (loss) before income
taxes and extraordinary items:


                Year ended        Year ended
                December 31,      December 31,
                   2002             2001


Domestic         $(1,476,000)     $(1,541,000)

Foreign           (    1,000)      (    2,000)

                 $(1,477,000)     $(1,543,000)





                                 F-13

43
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    December 31, 2002 and 2001

                                 (Continued)

(4)   Income Taxes (continued)

The following table presents a reconciliation between taxes provided at the
statutory federal income tax rate and the actual tax provision recorded for
the following periods:



                              Year ended      Year ended

                               December        December
                                 2002            2001

Provision (credit) at
federal statutory rate        $( 502,200)     $ (524,700)

State tax provision
(credit), net of federal
tax benefit                    (  93,000)       ( 97,000)

Foreign and other losses
for which no benefits have
been recorded                        500             700

Change in valuation
allowances                       594,500         620,600

Other                                200             400
                              $    -0-        $    -0-



We have federal net operating loss carryovers totalling $23,707,000 which
expire through the year ended December 31, 2022.



                                             F-14
44
<PAGE>


                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 2002 and 2001

                                 (Continued)


(4)   Income Taxes - Continued


The tax effects of the significant items which comprise the deferred tax
liability and tax asset, as of fiscal 2002 and 2001 are as follows:

                                   December       December
                                     2002           2001

Assets
Reserves not currently deductible
 for tax purposes                  $ 1,528,000    $ 1,350,000
State tax net operating loss
 carryforward                        2,319,000      2,225,000
Federal net operating loss
 carryforward                        7,302,000      6,998,000
Employee benefits                       51,000         32,000
Other                                   36,000         36,000

 Total deferred tax assets         $11,236,000    $10,641,000

Liabilities
Fixed asset basis difference       $         0    $         0
Other                                  103,000        104,000

 Total deferred tax liabilities    $   103,000    $   104,000

Net deferred tax asset             $11,339,000    $10,745,000
Valuation allowance                (11,339,000)   (10,745,000)
Tax asset                                   0             0

Tax refunds receivable                      0             0

Total tax asset                             0             0

Due to the uncertainty of the realizability of the deferred tax assets, we
have established a valuation allowance for the net deferred tax assets.




                                                   F-15
45
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         December 31, 2002 and 2001


                                 (Continued)

(5)   Short Term Borrowings

We have a loan and security agreement with a related party referred to in
Note 12. The outstanding balance due to the related party was $1,032,869 and
$1,057,991 at December 31, 2002 and 2001, respectively.

Notes payable of $2,850,000 at December 31, 2001 include $1,100,000 of
advances payable which are due on demand. The $1,100,000 of advances payable
includes amounts of $1,000,000 from related parties. Notes payable of
$425,000 at December 31, 2002 include $275,000 of advances payable which are
due on demand. The $275,000 of advances payable includes amounts of $175,000
from related parties. These notes are further described in Note 12. In the
second quarter of 2002, related party holders of secured notes converted
$1,000,000 of principal plus $227,801 of accrued interest into 98,223 shares
of Series A Convertible Preferred stock. The Series A Convertible Preferred
shares have a dividend rate of 12%. The purchase price per share of the
Series A Convertible Preferred stock was $12.50.  The Series A Preferred
stock is convertible into shares of common stock, at any time at the holder's
option. The holders of the 98,223 shares of Series A Preferred stock could
convert their preferred shares into 982,230 shares of common stock.

The balance of $150,000 and $1,750,000 as of December 31, 2002 and December
31, 2001, respectively, represents series 1 bridge financing notes issued in
2000. During the first quarter of 2000, we borrowed $2,000,000 in cash from
SovCap Equity Partners, Ltd., Arab Commerce Bank Ltd., and Correllus
International Ltd. in exchange for, among other things, our issuance of
series 1 bridge financing notes that matured in the third quarter of 2000. We
received net proceeds equal to $1,737,900 from SovCap Equity Partners, Ltd.,
Arab Commerce Bank Ltd., and Correllus International Ltd. as a result of this
bridge financing.

The series 1 bridge financing notes bore interest at the rate of 8% per annum
prior to maturity. Since maturity, interest is accruing on these notes at a
rate of 12% per annum. These bridge notes are convertible into shares of our
common stock at any time at a weighted average per share price of $4.08.
Because the bridge notes matured before we registered, under the Securities
Act of 1933, as amended, the offer and resale of shares of our common stock
issuable upon conversion of the bridge notes and exercise of the repricing
warrants and the common stock purchase warrants described above, SovCap
Equity Partners, Ltd., Arab Commerce Bank Ltd., and Correllus International
Ltd. became entitled to premiums and penalties totaling approximately
$607,000 (in addition to the repayment of principal and interest). Following
conversion of the bridge notes, if SovCap Equity Partners, Ltd., Arab
Commerce Bank Ltd., and Correllus International Ltd. do not realize at least
a 20% gain on shares of common stock that they choose to sell during the 90
days following conversion, then SovCap Equity Partners, Ltd., Arab Commerce
Bank Ltd., and Correllus International Ltd. are entitled to acquire
additional shares of common stock at a price of $0.10 per share through the
exercise of repricing warrants.  In addition to these bridge notes and the
attached repricing


                                               F-16

46
<PAGE>
                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     December 31, 2002 and 2001

                                 (Continued)

(5)   Short Term Borrowings (continued)

warrants, we issued warrants to purchase 300,000 shares of common stock.
These warrants have a weighted average exercise price of $4.54 per share.
There is no value associated with these warrants recorded on our books. In
the fourth quarter of 2000, one of our lenders, converted a portion of its
Series 1 Bridge Financing Note ($50,000 of unpaid principal plus interest,
premiums and penalties) into 18,232 shares of our common stock at a
conversion price of $3.79.In the first quarter of 2001, the same lender,
converted the balance of its Series 1 Bridge Financing Note ($200,000 of
unpaid principal plus interest, premiums and penalties) into 74,335 shares of
our common stock at a conversion price of $3.79. They also exercised a
repricing warrant and received 112,778 shares of our common stock. In the
second quarter of 2002, one of our lenders converted $1,600,000 of principal,
$487,067 of premium and penalties, $430,733 of interest, and all attached
repricing warrants into 147,240 shares of Series B Convertible Preferred
stock.  The Series B Convertible Preferred shares have a dividend rate of
12%. The purchase price per share of the Series B Convertible Preferred stock
was $17.10. The Series B Preferred stock is convertible into shares of common
stock, at any time at the holder's option. The holders of the 147,240 shares
of Series B Preferred stock could convert their Preferred shares into
1,525,939 shares of common stock. The holders of the Series B Convertible
Preferred stock were granted registration rights for the underlying common
stock into which the Preferred is convertible.

Our Super PC Memory, Inc. subsidiary has a line of credit of $2,000,000
available from GE Capital Commercial Services, Inc., limited to 75% of the
eligible receivables of Super PC Memory, Inc. At December 31, 2002 we had a
balance of $802,097 under this line of credit. At the present time, our Super
PC Memory, Inc. subsidiary is not in compliance with certain financial
covenants of this line of credit.


(6)   Long-Term Debt and Related Matters

Long-term debt at December 31, 2002 and 2001 consists of the following:

                                                     2002            2001
          Subordinated Convertible Notes
          with interest rate of 10%
          due April 30, 2003                       $     -       $1,273,730


During 2002, under the terms of these 10% notes, the holders converted the
10% notes and accrued interest into shares of common stock at a conversion
price of $0.22 per share. Of the advances received for the notes,
approximately $1,070,000 was received from related parties and is discussed
in Note 12.

                                F-17
47
<PAGE>
                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     December 31, 2002 and 2001

                                 (Continued)


(7)   Earnings Per Share

Earnings per share are computed by dividing net income by the average number
of common shares and common stock equivalents outstanding during the year.
The weighted average number of common shares outstanding during the years
ended December 31, 2002 and 2001 were approximately 16,320,000 and 9,890,000,
respectively.

Common stock equivalents include the net additional number of shares that
would be issuable upon the exercise of the outstanding common stock options
and warrants (see Note 10) and conversion of preferred stock, assuming that
we reinvested the proceeds to purchase additional shares at market value.
Common stock equivalents also include shares of common stock that would be
issuable upon conversion of subordinated promissory convertible notes.

Options and warrants to purchase 8,396,188 and 7,416,034 weighted average
shares of common stock during the years ended December 31, 2002 and December
31, 2001, respectively, were not included in the computation of diluted loss
per share because to do so would have had an antidilutive effect on the
computation of loss per share. Weighted average shares issuable from
convertible notes of 1,550,961 and 6,234,640 were not included in the diluted
earnings per share because to do so would have had an antidilutive effect on
the computation of earnings per share.

As more fully described in Note 10, options and warrants to purchase
8,846,765 and 7,680,265 shares of common stock outstanding at December 31,
2002 and 2001, respectively, and 24,630 and 6,226,522 shares of common stock
issuable upon conversion of notes outstanding at December 31, 2002 and 2001
could potentially dilute basic income (loss) per share in the future.


(8) Preferred Stock

We are authorized to issue up to 3,000,000 shares of preferred stock, $1.00
par value per share, of which 245,463 shares are issued and outstanding as of
December 31,2002. Of the 245,463 preferred shares outstanding, 98,223 shares
are Series A Convertible Preferred shares and 147,240 shares are Series B
Convertible Preferred shares. Both the Series A and Series B
Convertible Preferred shares have a dividend rate of 12%, when and if
declared by the Company's Board of Directors. Holders of shares
of both Series A and Series B Preferred stock are not entitled to any voting
rights for any shares of Series A or Series B Preferred stock which they
hold.  Both the Series A and Series B Preferred Stock are convertible into
shares of common stock, at any time at the holder's option. The holder's of
the 98,223 shares of Series A Preferred Stock could convert their preferred
shares into 982,230 shares of common stock. The 147,240 shares of Series B
Preferred stock are convertible into up to a total of 1,525,939 shares of our
common stock.



                                                             F-18

48
<PAGE>
                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   December 31, 2002 and 2001

                                 (Continued)



(9)   Commitments and Contingencies

At December 31, 2002, we had minimum rental commitments under long-term,
noncancelable operating leases for facilities and other equipment as follows:

            Due during Fiscal Year


                  2003              $  587,098
                  2004                 402,032
                  2005                 281,996
                  2006                 245,907
                  2007                 137,640
                  2008                 103,230

                  Total             $1,757,903

Total rental expense, including the cost of short-term equipment leases, real
estate taxes and insurance paid to the landlord and charged to operations
approximated $634,000 for the year ended December 31, 2002 and $113,000 for
the year ended December 31, 2001.  During 1999 and 2000, we entered into
agreements to sublet portions of our facilities to unrelated parties.

In the ordinary course of business, we are involved in legal proceedings.  We
believe that the outcome of these proceedings will not have a material
adverse effect on our financial condition or results of operations.

(10)   Stock Options and Warrants

On March 24,1987, we established the 1987 Stock Option Plan and 72,120
options to purchase shares of our common stock were outstanding as of
December 31, 2002. On March 7, 1997, we established the 1997 Stock Option
Plan. As of December 31, 2002, there were 575,000 options to purchase shares
of our common stock outstanding under the 1997 Plan. On November 12, 1999,
the 1997 Plan was cancelled. On November 12, 1999, we established and on
December 23, 1999, shareholders approved the Year 2000 Equity Incentive Plan.
The Year 2000 Equity Incentive Plan provides for the issuance of up to
1,500,000 shares of our common stock and 947,000 options to purchase shares
of our common stock were outstanding as of December 31, 2002. The Year 2000
Equity Incentive Plan replaces the 1997 Plan for all future options. At
December 31, 2002, we had three stock option plans for officers and certain
employees under which 2,147,120 shares were reserved and options for 553,000
shares were available for future grants.  Options are granted at not less
than 85%, or in certain cases, not less than 100%, of the fair market value
of the common stock on the date of grant.  Options outstanding have a term of
ten years and become exercisable in installments as determined by the Board
of Directors. The plans' options vest between one through six years and all
expire between December 20, 2003 and August 7, 2012.

                                                        F-19

49
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   December 31, 2002 and 2001

                                 (Continued)

(10)   Stock Options and Warrants - Continued


Stock option activity for the two years ended December 31, 2002 was as
follows:


Option Shares                        Number of shares      Option Price
                                     of common stock       per share
                                     covered by options

	Outstanding at December 31, 2000  1,317,620          $.12  -  $5.30

	Granted                             240,000           .40  -    .62
	Exercised, cancelled or
	    Expired                        (455,000)          .26  -   5.30
	Outstanding at December 31, 2001  1,102,620           .12  -   5.30

	Granted                             700,000           .22  -    .45
	Exercised, cancelled or
	    Expired                        (208,500)          .12  -   3.00
	Outstanding at December 31, 2002  1,594,120          $.12  -  $5.30


As of December 31, 2002 and 2001, options for 589,920 and 598,020 shares were
exercisable at aggregate option prices of $133,854 and $122,594,
respectively.

Had compensation cost for these plans been determined consistent with SFAS
No. 123, our net income(loss) and income(loss) per share would have been
changed to the following pro forma amounts:

                                      Year ended    Year ended
                                     December 31,  December 31,
                                          2002         2001

Net Income (Loss): As Reported (000's)    (1,477)      (1,543)
                   Pro Forma              (1,539)      (1,591)

Basic and Diluted EPS:As Reported         ( 0.09)      ( 0.16)
                      Pro Forma           ( 0.09)      ( 0.16)



                                                          F-20
50
<PAGE>
                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   December 31, 2002 and 2001

                                 (Continued)

(10)   Stock Options and Warrants - Continued

The fair value of each option grant is estimated on the date of the grant
using the Black-Scholes option pricing model with the following assumptions
for grants in the periods presented.

                                     Year ended    Year ended
                                     December 31,  December 31,
                                        2002           2001

Assumptions:
      Risk free interest rate           5.17%          4.64%
      Expected dividend yield              0%             0%
      Expected life in years              10             10


As of December 31, 2002 and 2001, warrants to purchase 7,252,645 and
6,577,645 shares of common stock at weighted average prices of $1.12 and
$1.19 per share, respectively, were outstanding and an equal number of shares
were reserved for issuance.

(11)   Incentive Bonus Plan and 401(k) Profit Sharing Retirement Plan

We have an incentive bonus plan under which certain key employees as a group
are entitled to receive additional compensation up to a maximum of 15% of our
pre-tax income, as defined.  There was no provision for additional
compensation in 2002 or 2001.

On September 1, 1988, we established the Cambex Corporation 401(k) Profit
Sharing Retirement Plan (the Plan).  Under the Plan, employees are allowed to
make pre-tax retirement contributions.  In addition, we may provide matching
contributions based on pre-established rates. Each year the Board of
Directors determines whether matching contributions will be made and in what
amounts. There was no matching contribution in 2002 or 2001.

We offer no post-retirement benefits other than those provided under the
Plan.


                                                                F-21
51
<PAGE>
                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     December 31, 2002 and 2001

                                 (Continued)



(12)  Related Party Transactions

On June 1, 1998, we borrowed approximately $1,060,000, including
approximately $460,000 from Joseph F. Kruy, our Chairman of the Board,
President and Chief Executive Officer, $250,000 from each of H. Terry
Snowday, Jr. and Richard E. Calvert, each greater than 5% shareholders of
Cambex, in exchange for the issuance of 10% Subordinated Convertible
Promissory Notes (the "10% Notes").  Under the terms of the 10% Notes, which
are due on April 30, 2003, the holders may convert the 10% Notes into shares
of common stock at a conversion price of $0.22 per share.  In addition to the
10% Notes, each holder, including Messrs. Kruy, Snowday and Calvert, were
issued a Stock Purchase Warrant, the exercise of which will allow the warrant
holder to purchase one share of common stock, at $0.50 per share, for each
dollar loaned to us.  Additional Stock Purchase Warrants to purchase 96,373
shares of common stock, at an exercise price of $0.50 per share, were issued
to the holders of 10% Notes on June 1, 1999 in relation to interest due on
the June 1, 1998 notes.  We believe that the borrowing arrangements we made
with Messrs. Kruy, Snowday and Calvert, and others were on terms at least as
favorable to us as we would have expected from lenders unrelated to us and
Messrs. Kruy, Snowday and Calvert. From June 1, 1999 through August 18, 1999,
we raised $210,000 in exchange for the issuance of 10% Subordinated
Convertible Promissory Notes. During this time period Joseph F. Kruy loaned
us $100,000, and Messrs. Snowday and Calvert each loaned us $55,000 of the
total amount that we borrowed.  In exchange for these loans, we issued 10%
Subordinated Convertible Promissory Notes, including 10% Subordinated
Convertible Promissory Notes to Messrs. Kruy, Snowday and Calvert.  We
believe that the borrowing arrangements we made with Messrs. Kruy, Snowday
and Calvert were on terms at least as favorable to us as we would have
expected from lenders unrelated to us and Messrs. Kruy, Snowday and Calvert.
On March 29, 2002, Joseph F. Kruy, Richard E. Calvert, H. Terry Snowday, Jr.
and a person unrelated to the company converted their 10% Subordinated
Convertible Promissory Notes and accrued interest into common stock. They
were issued 7,540,871 shares of common stock at $0.22 per share. As of
December 31, 2002 none of the 10% Notes remained outstanding.

On November 9, 1998, we entered into a Loan and Security Agreement with
B.A. Associates, Inc. (BAA), which is a corporation owned Bruce D. Rozelle, a
son-in-law  of Joseph F. Kruy, our Chairman, President and Chief Executive
Officer.  This Loan and Security Agreement, as amended by a First Amendment
to Loan and Security Agreement dated March 15, 1999, and further amended
through December 27, 2001 (as so amended, the "BAA Loan Agreement"), allows
us to borrow up to  $1,100,000, which is the maximum that may be outstanding
at any one time. Under the BAA Loan Agreement, we granted BAA a first
priority security interest in all of our accounts, instruments, documents,
general

                                          F-22

52
<PAGE>


                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   December 31, 2002 and 2001

                                 (Continued)

(12) Related Party Transactions - Continued

intangibles, equipment, inventory, and proceeds of any of the foregoing.  We
pay all amounts that we receive from collections of our accounts receivable
to BAA not less frequently than each week until the outstanding loan amount
plus interest, which accrues at a 12% annual rate, is fully paid.  Under the
terms of the BAA Loan Agreement, originally BAA received a warrant for the
purchase of 1.3 million shares of common stock, at an exercise price of $0.22
per share.  In consideration for increasing the amount of available funds,
the Company agreed to issue an additional warrant to BAA for the purchase of
400,000 shares of our common stock, at an exercise price of $1.25 per share.
We believe that the borrowing arrangements we made with BAA were on terms at
least as favorable to us as we would have expected from lenders unrelated to
us and relatives of Mr. Kruy.

In November 1999, we borrowed $125,000 from Joseph F. Kruy and $125,000
from Philip C. Hankins, a member of our board of directors, and $100,000 from
each of H. Terry Snowday, Jr. and Richard E. Calvert.  We also entered into
separate Loan and Security Agreements with each of Messrs. Kruy, Hankins,
Calvert and Snowday.  At that time, we entered into one other Loan and
Security Agreement with a person unrelated to the company (the "Other 1999
Lender") pursuant to which we borrowed an additional $100,000.  Our payment
obligations under these Loan and Security Agreements (the "1999 Loan
Agreements") are evidenced by 12% Notes due in November 2001.  Under the 1999
Loan Agreements, we granted each of Messrs. Kruy, Hankins, Calvert and
Snowday and the Other 1999 Lender a first priority security interest in all
of our accounts, instruments, documents, general intangibles, equipment,
inventory, and proceeds of any of the foregoing.  Originally, under the terms
of the 1999 Loan Agreements, Messrs. Kruy, Hankins, Calvert and Snowday and
the Other 1999 Lender received a warrant to purchase up two shares of common
stock for each dollar loaned to us, at an exercise price of $2.00 per share.
When we extended the term of the loans in November 2000, the Company agreed
to issue additional warrants to Messrs. Kruy, Hankins, Calvert and Snowday
and the Other 1999 Lender to purchase one share of our common stock for each
dollar loaned to us at an exercise price of $1.25 per share.  We believe that
the borrowing arrangements we made with Mr. Kruy and others were on terms at
least as favorable to us as we would have expected from lenders unrelated to
us.

In March through May 2001, we borrowed $50,000 from Joseph F. Kruy and
$300,000 from Richard E. Calvert.  We also entered into separate Loan and
Security Agreements with Messrs. Kruy and Calvert. Our payment obligations
under these Loan and Security Agreements (the "2001 Loan Agreements") are
evidenced by 12% Notes due in March through May 2002.  Under the 2001 Loan
Agreements, we granted each of Messrs. Kruy and Calvert a first priority
security interest in all of our accounts, instruments, documents, general
intangibles, equipment, inventory, and proceeds of any of the foregoing.
Under the terms of the 2001 Loan Agreements, Messrs. Kruy and Calvert
received

                                                              F-23

53
<PAGE>



                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   December 31, 2002 and 2001

                                 (Continued)

(12) Related Party Transactions - Continued

a warrant to purchase up two shares of common stock for each dollar loaned to
us, at an exercise price of $0.50 per share. We believe that the borrowing
arrangements we made with Mr. Kruy and others were on terms at least as
favorable to us as we would have expected from lenders unrelated to us.

In July through September 2001, we borrowed $100,000 from Joseph F. Kruy and
$100,000 from Richard E. Calvert.  We also entered into separate Loan and
Security Agreements with Messrs. Kruy and Calvert. Our payment obligations
under these Loan and Security Agreements (the "2001 Loan Agreements") are
evidenced by 12% Notes due in January 2002.  Under the 2001 Loan Agreements,
we granted each of Messrs. Kruy and Calvert a first priority security
interest in all of our accounts, instruments, documents, general intangibles,
equipment, inventory, and proceeds of any of the foregoing.  Under the terms
of the 2001 Loan Agreements, Messrs. Kruy and Calvert received a warrant to
purchase up one share of common stock for each dollar loaned to us, at an
exercise price of $0.25 per share. We believe that the borrowing arrangements
we made with Mr. Kruy and others were on terms at least as favorable to us as
we would have expected from lenders unrelated to us.

In April through July 2002, we borrowed $125,000 from Joseph F. Kruy and
$50,000 from Richard E. Calvert.  We also entered into separate Loan and
Security Agreements with Messrs. Kruy and Calvert. Our payment obligations
under these Loan and Security Agreements (the "2002 Loan Agreements") are
evidenced by 12% Notes due in April through July 2003.  Under the 2002 Loan
Agreements, we granted each of Messrs. Kruy and Calvert a first priority
security interest in all of our accounts, instruments, documents, general
intangibles, equipment, inventory, and proceeds of any of the foregoing.
Under the terms of the 2002 Loan Agreements, Messrs. Kruy and Calvert
received a warrant to purchase up one share of common stock for each dollar
loaned to us, at an exercise price of $0.25 per share. We believe that the
borrowing arrangements we made with Mr. Kruy and others were on terms at
least as favorable to us as we would have expected from lenders unrelated to
us.

On June 28, 2002, in transactions exempt under Section 4(2) of the Securities
Act, Joseph F. Kruy, Richard E. Calvert, H. Terry Snowday, Jr., and Philip
Hankins converted Loan and Security Agreements with an aggregate principal
amount of $1,000,000 plus accrued interest into Series A Convertible
Preferred stock. They were issued 98,223 shares of Series A Convertible
Preferred stock. The Series A Convertible Preferred shares have a dividend
rate of 12%. The purchase price per share of the Series A Convertible
Preferred stock was $12.50. The Series A Preferred stock is convertible into
shares of common stock, at any time at the holder's option. The holders of
the 98,223 shares of Series A Preferred stock could convert their preferred
shares into 982,230 shares of common stock. As of December 31, 2002, the
balance outstanding under these Loan Agreements is $275,000 of which $125,000
is owed to Joseph F. Kruy and $50,000 is owed to Richard E. Calvert.


                                                           F-24

54
<PAGE>
                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   December 31, 2002 and 2001

                                 (Continued)

(13) Acquisition of Super PC Memory, Inc.

On March 12, 2002, Cambex Corporation completed the acquisition of 100% of
the outstanding common stock of Super PC Memory, Inc. and Super PC Memory,
Inc. became a wholly-owned subsidiary of Cambex Corporation. The results of
Super PC Memory, Inc.'s operations have been included in the consolidated
financial statements since that date. Super PC Memory is a leading provider
of memory products for servers, workstations, desktop PCs and laptops.

The purchase price initially included the issuance of 560,000 shares of
Cambex common stock and payments based on the gross profit of the subsidiary
over the next three years. The 560,000 shares are valued at $291,200 based on
the closing price on March 12, 2002 of $0.52 per share of Cambex common
stock. The Sellers, Son T. Pham, Simon Le and Richard G. Schaefer received
560,000 shares of Cambex Corporation common stock and were to receive fifteen
percent (15%) of Super PC Memory, Inc.'s gross profit for the period from
March 12, 2002 through December 31, 2004, payable in quarterly installment
payments pursuant to the terms of the Stock Purchase and Sale Agreement.

On July 29, 2002, we amended the agreement with the Sellers for the purchase
of 100% of the outstanding common stock of Super PC Memory, Inc.  We issued
an additional 280,000 shares of Cambex common stock and in return the Sellers
agreed that they were no longer entitled to receive 15% of Super PC's gross
profit for the period from March 12, 2002 through December 31, 2004 or any
other additional consideration for the sale of 100% of the outstanding common
stock of Super PC Memory, Inc.  The additional 280,000 shares are valued at
$145,600 based on the closing price on the date of the acquisition of $0.52
per share of Cambex common stock.

We have recorded the net assets of Super PC on our books as follows:

   Accounts receivable             $ 2,684,194
   Inventories                         969,795
   Prepaid expenses                     18,172
   Property and equipment               19,680
   Goodwill                            257,372

        Total assets acquired      $ 3,949,213

    Line of credit                 $ 1,606,481
    Accounts payable                 1,487,774
    Accrued expenses                   343,158

        Total liabilities assumed  $ 3,437,413

           Net assets acquired     $   511,800


                                                              F-25

55
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   December 31, 2002 and 2001

                                 (Continued)

(13) Acquisition of Super PC Memory, Inc. - Continued


The primary reasons for our acquisition of Super PC Memory, and the primary
factors that contributed to a purchase price that resulted in recognition of
goodwill, are:

- Super PC Memory operations would deliver earnings prospects, a significant
customer base, and other potential strategic benefits,
- Combining the operations of the two companies could provide cost savings,
- The acquisition would transform Cambex into a stronger, more integrated
storage products company with the benefits of increased size and scale.

Had the results of operations for Super PC Memory, Inc. been included for the
whole year ended December 31, 2002 and for the year ended December 31, 2001,
our revenue, net income(loss) and income(loss) per share would have been
changed to the following pro forma amounts:

                                   Year ended     Year ended
                                   December 31,   December 31,
                                          2002         2001

Revenue: As Reported (000's)            $14,345      $ 1,855
         Pro Forma                       19,168       24,411

Net Income(Loss): As Reported (000's)    (1,477)      (1,543)
                   Pro Forma             (1,470)      (3,593)

Basic and Diluted EPS:As Reported        ( 0.09)      ( 0.16)
                      Pro Forma          ( 0.09)      ( 0.33)


(14)  Credit Risk

We maintain cash balances at financial institutions located in Massachusetts.
Our Super PC Memory, Inc. subsidiary maintains cash balances in financial
institutions located in Massachusetts and California. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation up to
$100,000.  At December 31, 2002, our uninsured cash balances total $321,653.

Our subsidiaries maintain cash balances at several financial institutions
located throughout Europe.  These cash balances are subject to normal
currency exchange fluctuations. At December 31, 2002, our overseas cash
balances total $4,384.




                                            F-26
56
<PAGE>

                                  SIGNATURES



Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


CAMBEX CORPORATION


By:   /s/Joseph F. Kruy
         Joseph F. Kruy, President                        March 31, 2003



Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Company and in the capacities indicated as of March 31, 2003.


By:   /s/   Joseph F. Kruy
            Joseph F. Kruy, Chairman of the Board, President
            (Principal Executive Officer)


By:   /s/   Robert J. Spain
            Robert J. Spain, Director


By:   /s/   Philip C. Hankins
            Philip C. Hankins, Director


By:   /s/   C. V. Ramamoorthy
            C. V. Ramamoorthy, Director


57
<PAGE>

Certifications:

I, Joseph F. Kruy, certify that:

1. I have reviewed this annual report on Form 10KSB of Cambex Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: March 31, 2003

/s/ Joseph F. Kruy
Joseph F. Kruy
President and Treasurer
(principal executive officer and principal financial officer)



58