RISK FACTORS

Risks Related to Our Industry

Because a growing proportion of our revenues are generated from the
sale of our fibre channel products, our revenues will be limited if
fibre channel technology does not achieve a widespread market
acceptance or develops more slowly than we anticipate

The growth of the market for our fibre channel products is dependent
upon the broad acceptance of fibre channel technology as an alternative
to other technologies traditionally utilized for network and storage
communications.  The fibre channel market, while rapidly evolving and
attracting an increasing number of market participants, is still at an
early stage of development.  If the fibre channel market fails to
develop, develops more slowly than anticipated or attracts more
competitors than we expect, our business, operating results and
financial condition would be materially adversely affected.  We cannot
be certain that fibre channel products will gain broader market
acceptance or that customers will choose our technology and products.

To achieve widespread market acceptance, fibre channel must supplant
current widely accepted alternative technologies such as small computer
systems interface or SCSI.  Because many technology companies with
SCSI-based product portfolios already have (a) well-established
relationships with our current and potential customers, (b) extensive
knowledge of the markets we serve, (c) better name recognition and (d)
extensive development, sales and marketing resources, it may be
difficult to convince customers to adopt fibre channel technology.  If
fibre channel does not replace existing technologies such as SCSI in
emerging applications such as SANs or otherwise achieve broad
market acceptance, the growth of our fibre channel product sales will
be limited.  Additionally, new technologies are currently in
development that may compete with fibre channel for market share if
they are successfully developed and commercialized.  Because these
competing new technologies are likely to have support from technology
companies with more significant resources than we and other fibre
channel companies have, they may limit the growth of the fibre channel
market and therefore our growth.

The SAN market in which we compete is new and unpredictable, and if
this market does not develop and expand as we anticipate, our business
will suffer

The market for SANs and the related equipment, including disk arrays
and host bus adapters, and management software that we offer, has only
recently begun to develop and is rapidly evolving.  If this market does
not develop as rapidly as we anticipate, our operating results may be
below the expectations of public market analysts and investors, which
would likely cause our stock price to decline.  Because this market is
new, it is difficult to predict its potential size or future growth
rate.  Our products are principally purchased for use in SANs.
Widespread adoption of SANs as an integral part of data-intensive
enterprise computing environments is critical to our future success.
Potential end-users that have invested substantial resources in their
existing data storage and management systems may be reluctant or slow
to adopt a new SAN approach.

Our operating results may suffer because of increasing competition in
the fibre channel market, as well as additional competition from
alternative data storage solutions

The market in which we compete is intensely competitive.  As a result,
we face a variety of significant challenges, including rapid
technological advances, price erosion, changing customer preferences
and evolving 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.  We cannot be certain that we will be able to compete
successfully against either current or potential competitors in
the future.

Many of our current and potential competitors have substantially
greater financial, technical, marketing and distribution resources than
we have.  We face the threat of potential competition from new entrants
into the fibre channel market, including large technology companies
that may develop or acquire differentiating technology and then apply
their resources, including established distribution channels and brand
recognition, to obtain significant market share.  It is also possible
that we will face increased competition due to mergers or
consolidations of existing or potential competitors.  Emerging
companies attempting to obtain a share of the existing market act as
potential competition as well.  Our products may also compete at the
end-user level with other technology alternatives, such as SCSI.
Further, businesses that implement SANs may select fully integrated
SAN systems that are offered by large technology companies.  Because
such systems may not interoperate with products from independent open
system suppliers, like us, customers that invest in these systems may
be less likely to purchase our products.  Because other technologies
designed to address the applications served by fibre channel today are
under development, our business would suffer as a result of competition
from such competing technologies.

In our industry, technology and other standards change rapidly, and we
must keep pace with the changes to compete successfully

The market for our products is characterized by rapidly changing
technology, evolving industry standards and the frequent introduction
of new products and enhancements.  If we do not keep pace with these
changes, we may lose market share to our competitors and fail to meet
our financial and operational objectives.  Because our products are
designed to work with software produced by third parties, our operating
results could be adversely affected if such third parties delay
introduction of new versions of their software for which we have
designed new products or if they make unanticipated modifications to
such software.  Our future success depends in a large part on our
ability to enhance our existing products and to introduce new products
on a timely basis to meet changes in customer preferences and evolving
industry standards.  We cannot be certain that we will be successful in
designing, supplying and marketing new products or product enhancements
that respond to such changes in a timely manner and achieve market
acceptance.  We also cannot be certain that we will be able to develop
the underlying core technologies necessary to create new products and
enhancements, or that we will be able to license the core technologies
from third parties.  Additionally, changes in technology and customer
preferences could potentially render our current products uncompetitive
or obsolete.  If we are unable, for technological or other reasons, to
develop new products or enhance existing products in a timely manner in
response to technological and market changes, our business, operating
results and financial condition would be materially adversely affected.

                         Risks Related to Our Business

We have a history that includes substantial operating losses and we are
in an unfavorable financial position that makes an evaluation of our
business difficult

On August 15, 2000 and September 6, 2000 the series 1 bridge notes held
by the Sovereign Lenders matured. Currently, if the Sovereign Lenders
choose too demand immediate payment of cash instead of shares of common
stock in full satisfaction of our obligations, we will be unable to
satisfy this obligation.  In order to continue as a going concern and
compete effectively, we need to satisfy our short-term obligations,
increase our expenditures for research and development expenses and
selling, general and administrative expenses as well as other expenses,
which may not be possible if revenues do not increase significantly.
If revenues remain at current levels, we will not be able to achieve
profitability on a quarterly or annual basis.

We have a limited operating history with respect to our fibre channel
products

We commenced our fibre channel products business in 1997 and we shipped
our first commercially available fibre channel products in 1998.
Because we have a limited operating history with respect to our fibre
channel products, you must consider the risks and difficulties
frequently encountered by companies in the early stage of developing a
business such as ours in new and rapidly evolving markets.  Although
our net product revenues from the sale of fibre channel products have
become a majority of our total product revenues, sales from these
products may not increase and we may not realize sufficient net
revenues to become profitable.  In addition, because of the competition
in the fibre channel and SAN markets and the evolving nature of these
markets, sustaining profitability may be extremely challenging.

We have developed relationships with potential OEM, distribution
channel and end user customers and a decision by any one of these
potential customers not to purchase our products, or any cancellation
or delay of orders that may be placed by any of these potential
customers will have a significant and adverse affect on our net
revenues

Historically, a limited number of OEMs, distribution channel and end
user customers have accounted for a significant majority of our total
net revenues in each fiscal period.  For example, sales to our top five
customers accounted for approximately 45% percent of net revenues for
the fiscal year ended December 31, 2000.  We have established
relationships with a small number of potential OEM, distribution
channel and end user customers.  If any one of these potential
customers decides not to purchase our products or decides to purchase
our products in quantities that are below our expectations, then our
net revenues will be adversely affected.  We expect to experience
substantial period-to-period fluctuations in future operating results
because, among other factors, we depend to a significant extent upon
revenues from a small number of customers.

Our sales cycle, particularly to OEMs, typically involves a lengthy
qualification cycle during which there is a need to expend significant
resources in addressing customer specifications.  Because of the length
of the sales cycle, we may experience a delay between increasing
expenses for research and development and sales and marketing efforts
and the generation of higher revenues, if any, from such expenditures.
The purchase of our products or of solutions that incorporate our
products typically involves significant internal procedures associated
with the evaluation, testing, implementation and acceptance of new
technologies.  This evaluation process frequently results in a lengthy
sales process, typically ranging from three months to longer than a
year, and subjects the sales cycle associated with the purchase of our
products to a number of significant risks, including budgetary
constraints and internal acceptance reviews. The length of our sales
cycle also varies substantially from customer to customer.

Because we anticipate that none of our potential customers will be, and
none of our current customers are, contractually obligated to purchase
any fixed amount of products from us in the future, they may stop
placing orders with us at any time, regardless of any forecast they may
have previously provided.  If any of our significant customers stop or
delay purchases, our revenues and operating results would be adversely
affected, which could cause our stock price to decline.  We cannot be
certain that we will retain our current OEM, distribution channel or
end user customers or that we will be able to recruit additional or
replacement customers.  As is common in an emerging technology
industry, agreements with OEMs and distribution channel customers are
typically non-exclusive and often may be terminated by either party
without cause.  Moreover, many OEM and distribution channel customers
carry competing product lines.  If we were to suddenly lose one or more
important OEM, distribution channel or end user customers or potential
customers to a competitor, our business, operating results or financial
condition could be materially adversely affected.  Moreover, OEM
customers could develop products internally that would replace our
products.  The resulting reduction in sales of our products to any OEM
customers, in addition to the increased competition presented by these
customers, could have a material adverse effect on our business,
operating results or financial condition and could affect our ability
to continue as a going concern.

The failure of OEM customers to keep pace with rapid technological
change and to successfully develop and introduce new products could
adversely affect our net revenues

Our ability to generate increased revenues depends significantly upon
the ability and willingness of OEM customers to develop and promote
products on a timely basis that incorporate our technology.  If OEM
customers do not successfully develop and market the solutions that
incorporate our products, then sales of our products to OEM customers
will be adversely affected.  The ability and willingness of OEM
customers to develop and promote such products is based upon a number
of factors beyond our control.

While we have established relationships with a small number of OEM and
reseller customers, most of these customers are still at the very early
stages of incorporating fibre channel products into their systems.  If
our early stage customers are unable to, or otherwise do not ship
systems that incorporate our products, or if their shipped systems are
not commercially successful, our business, operating results or
financial condition could be materially adversely affected as well as
our ability to continue as a going concern.

Delays in product development could adversely affect our market
position or customer relationships

We have experienced delays in product development in the past and may
experience similar delays in the future.  Given the short product life
cycles in the markets for our products, any delay or unanticipated
difficulty associated with new product introductions or product
enhancements could cause us to lose customers and damage our
competitive position.  Prior delays have resulted from numerous
factors, such as:

      changing product specifications;
      difficulties in hiring and retaining necessary personnel;
      difficulties in reallocating engineering resources and other
      resource limitations;
      difficulties with independent contractors;
      changing market or competitive product requirements;
      unanticipated engineering complexity;
      undetected errors or failures in software and hardware; and
      delays in the acceptance or shipment of products by customers.

We expect the average selling prices of our products to continue to
decrease, which may reduce gross margins or revenues

The markets for fibre channel and disk storage products have
experienced erosion of average selling prices due to a number of
factors, including competitive pricing pressures and rapid
technological change.  We may experience substantial period-to-period
fluctuations in future operating results due to the erosion of our
average selling prices.  We anticipate that the average selling prices
of our products will decrease in the future in response to competitive
pricing pressures, increased sales discounts, new product introductions
by us or our competitors or other factors.  Therefore, to maintain our
gross margins, we must develop and introduce on a timely basis, new
products and product enhancements and continually reduce our product
costs.  Our failure to do so would cause our revenue and gross margins
to decline, which could materially adversely affect our operating
results and cause the price of our common stock to decline.

If our business improves rapidly, our operations may be negatively
impacted and we may be required to incur substantial costs to upgrade
our infrastructure

If our business expands rapidly, then a significant strain may be
placed on our resources.  Unless we manage such growth effectively, we
may make mistakes in operating our business such as inaccurate sales
forecasting, incorrect material planning or inaccurate financial
reporting, which may result in unanticipated fluctuations in our
operating results.  Our management team has had limited experience
managing rapidly growing companies on a public or private basis.  We
may not be able to install adequate control systems in an efficient and
timely manner, and our current or planned personnel, systems,
procedures and controls may not be adequate to support our future
operations.

The loss of or failure to attract and retain key technical, sales and
marketing and managerial personnel could adversely affect our business

Our success depends to a significant degree upon the performance and
continued service of engineers involved in the development of our fibre
channel technology and technical support of products and customers.
Our success also depends to a significant degree upon the continued
contributions of our key management, sales and marketing and
manufacturing personnel.  Accordingly, our future success depends upon
our ability to attract, train and retain such technical, sales and
marketing and managerial personnel. Except for an employment agreement
with Joseph F. Kruy, our Chairman, President and Chief Executive
Officer, we do not have employment agreements with any of these
personnel.  We do not maintain key person life insurance on any of our
personnel.  As we further develop our product line we will need to
increase the number of sales and marketing personnel as well as
technical staff members with experience in hardware and software
development.  We are currently seeking to hire additional skilled
software programmers and experienced sales personnel who are currently
in short supply.  Competition for such highly skilled employees in our
industry is intense, and we cannot be certain that we will be
successful in recruiting or retaining such personnel.  Our employees
may leave and subsequently compete against us.  The loss of key
employees could have a material adverse effect on our business,
operating results or financial condition.

We also believe that our success depends to a significant extent on the
ability of our key personnel to operate effectively, both individually
and as a group.  Some of our employees have only recently joined us,
and we intend to expand our employee base significantly.  If we are
unable to identify, hire and integrate new employees in a timely and
cost-effective manner, our operating results may suffer.

Our management has significant influence over stockholder decisions

Our officers and directors control the vote of approximately 26.1% of
the outstanding shares of common stock prior to the exercise of any
outstanding warrants or options held by them. As a result, they may be
able to significantly influence all matters requiring approval by our
stockholders, including the election of directors.

Because we rely on a limited number of third party suppliers and
manufacturers, and failures by any of these third parties to provide
key components or to manufacture and assemble products of sufficient
quality and quantity could cause us to delay product shipments, which
could result in delay or lost revenues or customer dissatisfaction

SAE-Circuits Advanced Technology Division Inc. and Dynamic Details
Incorporated fabricate our printed circuit boards, and various
subcontractors, such as Circuit Technology, Inc. perform assembly of our host
bus adapters and hub circuit boards.  We have no long-term contracts with
SAE-Circuits Advanced Technology Division Inc., Dynamic Details or Circuit
Technology, Inc. Also, key components that we use in our products may, from
time to time, only be available from single sources with which we do not have
long-term contracts.  In particular, QLogic Corporation is currently the sole
supplier of certain components in certain of our host bus adapters.  The
components we use for our products are based on an emerging technology and
may not be available with the performance characteristics or in the
quantities that we require.  Accordingly, our major suppliers are not
obligated to supply products to us for any specific period, or in any
specific quantity, except as may be provided in a particular purchase order.
Moreover, any inability to supply products due to a lack of components or to
redesign products to incorporate alternative components in a timely manner
could materially adversely affect our business, operating results or
financial condition.  If any of our third-party manufacturers experiences
delays, disruptions, capacity constraints or quality control problems in its
manufacturing operations, then product shipments to our customers could be
delayed, which would negatively impact our net revenues, competitive position
and reputation.

Our business would be harmed if we fail to effectively manage the
manufacture of our products.  Because we place orders with our
suppliers and manufacturers based on our forecasts of expected demand
for our products, if we inaccurately forecast demand, we may be unable
to obtain adequate manufacturing capacity or adequate quantities of
components to meet our customers' delivery requirements, or we may
accumulate excess inventories.

We may in the future need to find new suppliers and contract
manufacturers in order to increase our volumes or to reduce our costs.
We may not be able to find suppliers or contract manufacturers that
meet our needs, and even if we do, qualifying a new contract
manufacturer and commencing volume production is expensive and time
consuming.  If we are required or elect to change suppliers or contract
manufacturers, we may lose revenues, and our customer relationships may
suffer.

Our products are complex and may contain undetected software or
hardware errors or may fail to achieve interoperability standards that
could lead to an increase in our costs, reduce our net revenues, or
damage our reputation

In order to satisfy our customers, the solutions that we design require
several different products to work together in a seamless fashion.  Our
solutions may fail to achieve various interoperability standards
necessary to satisfy our customers.  Moreover, products as complex as
ours frequently contain undetected software or hardware errors when
first introduced or as new versions are released.  We have from time to
time found errors in existing products, and we may from time to time
find errors in our existing, new or enhanced products.  Generally, we
provide our customers with a one year warranty covering our products.
Therefore, failure to achieve interoperability among products or the
occurrence of hardware or software errors in various products could
adversely affect sales of our customer solutions and products, cause us
to incur significant warranty and repair costs, divert the attention of
our engineering personnel from our product development efforts, cause
significant customer relations problems and could result in product
returns and loss of revenue.


Steps taken to protect our intellectual property may not be adequate to
protect our business

We primarily rely on unpatented trade secrets to protect our
proprietary rights.  We seek to protect these secrets, in part, through
confidentiality agreements with employees, consultants, and our
customers and potential customers.  If these agreements are breached,
or if our trade secrets become known to, or are independently developed
by competitors, we may not have adequate remedies for such breach.  We
cannot be certain that the steps we take to protect our intellectual
property will adequately protect our proprietary rights, that others
will not independently develop or otherwise acquire equivalent or
superior technology or that we can maintain such technology as trade
secrets.  In addition, the laws of some of the countries in which our
products are or may be developed, manufactured or sold may not protect
our products and intellectual property rights to the same extent as the
laws of the United States, or at all.  Our failure to protect our
intellectual property rights could have a material adverse effect on
our business, operating results or financial condition.

We may become involved in costly and lengthy patent infringement or
intellectual property litigation that could seriously harm our business

We may receive communications from third parties alleging infringement
of patents or other intellectual property rights, and there is the
chance that third parties may assert infringement claims against us.
Any such claims, with or without merit, could result in costly and
time-consuming litigation or cause product shipment delays that would
adversely affect our business, financial condition or operating
results.  It is possible that holders of patents or other intellectual
property rights may assert rights that apply broadly to our industry,
and that such patent or other intellectual property rights, if valid,
may apply to our products or technology.  These or other claims may
require us to stop using the challenged intellectual property or to
enter into royalty or licensing agreements.  We cannot be certain that
the necessary licenses will be available or that they can be obtained
on commercially reasonable terms.  Our business, operating results or
financial condition could be materially adversely affected if we were
to fail to obtain such royalty or licensing agreements in a timely
manner or on reasonable terms.

Failure to comply with governmental regulations by our OEM customers or
us could reduce our sales or require design modifications

Our products are subject to U.S. Department of Commerce and Federal
Communications Commission regulations as well as various standards
established by various state, local and foreign authorities.  Failure
to comply with existing or evolving U.S. or foreign governmental
regulation or to obtain timely domestic foreign regulatory approvals or
certificates, could materially harm our business by reducing our sales
or requiring design modifications to our products or the products of
OEM customers.  U.S. export laws also prohibit the export of our
products to a number of countries deemed by the United States to be
hostile.  These restrictions may make foreign competitors facing less
stringent controls on their products more competitive in the global
market than we or our customers are.  The U.S. government may not
approve future export license requests.  In addition, the list of
products and countries for which export approval is required, and the
regulatory policies with respect thereto, could be revised.

Our quarterly operating results are volatile and may cause our stock
price to fluctuate

Our revenues and operating results have varied on a quarterly basis in
the past and are likely to vary significantly from quarter to quarter
in the future.  The variations in our revenues and operating results
are due to a number of factors, many of which are outside of our
control, including among others:

      Changes in our operating expenses;
      Our ability to develop and market new products;
      The ability of our contract manufacturers and suppliers to
      produce and supply our products in a timely manner;
      The market acceptance of new fibre channel products;
      The timing of the introduction or enhancement of products by us,
      OEM and distribution channel customers, and competitors;
      The level of product and price competition;
      Our ability to expand our relationship with OEMs, distribution
      channel and end user customers;
      Activities of and acquisitions by our competitors;
      Changes in technology, industry standards or consumer
      preferences;
      Changes in the mix of products sold, as our fibre channel
      connectivity products typically have higher margins than our disk
      array products;
      Personnel changes;
      Changes in customer budgeting cycles; and
      General economic conditions.

Accordingly, you should not rely on quarter-to-quarter comparisons of
our operating results as an indication of future performance.  It is
possible that in some future periods our operating results will be
below the expectations of public market analysts and investors.  In
this event, the price of our common stock will likely decline.

We generally do not have a significant backlog of unfilled orders.  As
a result, our revenues in a given quarter depend substantially on
orders booked in that quarter.  A decrease in the number of orders we
receive is likely to adversely and disproportionately affect our
quarterly operating results.  Moreover, a substantial portion of our
sales of disk array products involve large commitments by customers and
the timing or occurrence of one or more of these sales would have a
significant impact on quarterly revenue and operating results.  Our
expense levels are partially based on our expectations of future sales.
Therefore, our expenses may be disproportionately large as compared to
sales in a quarter with reduced orders.  As a result, we may be unable
to adjust spending in a timely manner to compensate for any unexpected
revenue shortfall.  Any shortfall in sales in relation to our quarterly
expectations or any delay of customer orders would likely have an
immediate and adverse impact on our business, quarterly operating
results and financial condition.

                  Risks Related to the Securities Markets

We may need additional capital and additional financing may not be
available

We currently anticipate that our available cash resources combined with
the maximum drawdown under the common stock purchase agreement with
Thumberland Limited will be sufficient to meet our anticipated working
capital and capital expenditure requirements through at least the next
24 months.  However, if our stock price and trading volume stay at
current levels, we will not be able to draw down any of the $10 million
under the common stock purchase agreement and our available cash
resources will meet our requirements for only the next four months.
The time periods for which we believe our capital is sufficient are
estimates.  The actual time periods may differ materially as a result
of a number of factors, risks and uncertainties which are described
herein.  In addition, business and economic conditions may not make it
feasible to draw down under the common stock purchase agreement at
every opportunity, and drawdowns are available only every 22 trading
days.  Without additional capital, we may be unable to fund expansion,
to develop new products and services and to enhance existing products
and services to respond to competitive pressures, or to acquire
complementary businesses or technologies.

If adequate funds are not available or are not available on terms
favorable to us, we will not be able to effectively execute our
business plan and we may not be able to continue as a going concern.

	We may seek additional financing, which would result in the
issuance of additional shares of our capital stock and/or rights to
acquire additional shares of our capital stock.  Additional issuances
of capital stock would result in a reduction of current shareholders'
percentage interest in Cambex. If the exercise price of any outstanding
options or warrants is lower than the price per share of common stock
at the time of the exercise, then the price per share of common stock
may decrease because the number of shares of common stock outstanding
would increase without a corresponding increase in the dollar amount
assigned to stockholders' equity.

The addition of a substantial number of shares of common stock into the
market or by the registration of any other of our securities under the
Securities Act may significantly and negatively affect the prevailing
market price for our common stock.  Furthermore, future sales of shares
of common stock issuable upon the exercise of outstanding options and
warrants may have a depressive effect on the market price of the common
stock, as these warrants and options would be more likely to be
exercised at a time when the price of the common stock is in excess of
the applicable exercise price.

Our stock price is volatile and may drop unexpectedly

The stock market in general, and the stock prices of technology-based
companies in particular, have experienced extreme volatility that often
has been unrelated to the operating performance of any specific public
company. Changes in general economic conditions or developments in the
data storage, Internet, and personal computer and workstation markets
that affect investor confidence could have a dramatic impact on the
market price of our common stock.  Also, changes in estimates of our
earnings as well as any of the factors described in the "Risk Factors"
section of this prospectus could have a significant impact on the
market price of our common stock.  In the past, companies that have
experienced volatility in the market price of their stock have been the
subject of securities class action litigation.  We may be a target of
such litigation in the future.  If we become the subject of
securities class action litigation, it could result in substantial
costs and a diversion of management's attention and resources and could
seriously harm our business, financial condition and results of
operations.

We may engage in future acquisitions that dilute our stockholders'
equity and cause us to incur debt or assume contingent liabilities

Although we have no current plans to pursue any acquisition in the near
future, we may pursue acquisitions that could provide new technologies
or products.  Future acquisitions may involve the use of significant
amounts of cash, potentially dilutive issuances of equity or equity-
linked securities, the incurrence of debt, or amortization expenses
related to goodwill and other intangible assets.

In addition, acquisitions involve numerous risks, including:

      difficulties in the assimilation of the operations, technologies,
      products and personnel of the acquired company;
      the diversion of management's attention from other business
      concerns;
      risks of entering markets in which we have no or limited prior
      experience; and
      the potential loss of key employees of the acquired company.

In the event that such an acquisition does occur and we are unable to
successfully integrate businesses, products, technologies or personnel
that we acquire, our business, operating results or financial condition
could be materially adversely affected.

We do not plan to pay cash dividends on our common stock

	We have never paid cash dividends on our common stock and do not
anticipate paying any cash dividends in the foreseeable future.  We
intend to retain future earnings, if any, to finance the growth and
expansion of our business and for general corporate purposes.