STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement") is made effective as of January 18, 2000, by and among Cambex Corporation, a Massachusetts corporation ("Cambex"), Cyberfin Corp. ("Pledging Party"), a Massachusetts corporation whose address is at 360 Second Avenue, Waltham, MA 02451, and whose President, Peter Kruy, is also an executive officer of Cambex, Cambex being the borrower under the Series 1 Bridge Note Purchase Agreement dated January 18, 2000 (the "Purchase Agreement"), by and among Cambex and the Purchasers thereunder (in such capacity, the "Borrower"), and the Purchasers as a party to the Purchase Agreement. Defined terms used and not otherwise defined in this Stock Pledge Agreement shall have the meanings ascribed to them in the Purchase Agreement. Background A. Borrower is indebted to Purchasers in the collective sum of $2,000,000, evidenced by one or more Bridge Notes of Borrower for such amount issued by Borrower pursuant to all Closings conducted under the Purchase Agreement, a copy/copies of which are attached hereto as Exhibit A. B. Borrower has agreed to cause certain stock owned by Pledging Party to be pledged to Purchasers as security for Pledging Party's limited guaranty of the repayment of the Bridge Notes evidenced by the Guaranty Agreement of even date herewith executed by the Pledging Party. In consideration of the foregoing premises, Ten Dollars ($10.00) in hand paid, and other legal and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to the following terms intending to be legally bound thereby. 1. Pledge. In consideration of the transactions consummated under the Purchase Agreement pursuant to the Closings, the Pledging Party hereby pledges and grants to Purchasers of Bridge Notes a first priority security interest in and to the 979,239 common shares of the capital stock of Cambex Corporation (the "Pledged Shares"). 2. Transfer and Possession by Representative. The Pledged Shares shall be delivered at the First Closing, by the delivery of certificate evidencing the Pledged Shares and a blank stock power attached to each such certificate executed by the respective Pledging Party. The Pledged Shares shall be held by the Representative (as defined in the Purchase Agreement) or its designee as security for the repayment of the Note (which shall not be disposed of except in accordance with the provisions of paragraph 6 of this Agreement) with duly executed stock powers attached. Upon the first to occur of either full and final payment of the Bridge Notes or the conversion thereof pursuant to their terms, the Pledged Shares shall be released from the pledge as provided pursuant to this Agreement and such shares shall be returned to Borrower. The Representative's failure to tender any shares so released from the pledge within fifteen (15) days after final payment or conversion shall render this Agreement null and void, provided that no such termination of this Pledge Agreement shall be effective unless Borrower or Pledging Party shall have given written notice of such failure and Purchasers shall have had seven (7) days from the later of: (1) the date of the written notice, or (2) the expiration of such fifteen (15) day period to cure the failure to tender such Pledged Shares. In order to induce Representative to serve as escrow agent hereunder, the parties hereby covenant and agree as follows: (1) Representative shall be obligated to perform only such duties as are expressly set forth herein, and shall not be required, in carrying out its duties, to refer to any agreement, instrument, or document. (2) Representative may rely on, and shall be protected in acting or refraining from acting upon, any written notice, instruction, or request furnished to it pursuant to this Agreement and believed by it to be genuine and to have been signed or presented by the proper party or parties. Representative is acting as a depositary only and is not a party to or bound by any agreement or undertaking which may be evidenced by or arise out of any items delivered to it pursuant to this Agreement, and is not responsible or liable in any manner for the sufficiency, correctness, genuineness, or validity of any such items undertakes no responsibility or liability for the form or execution of such items or the identity, authority, title, or rights of any person executing or depositing same. Representative shall not be liable to any of the parties to this Agreement or their respective heirs, successors and assigns for any action taken or omitted to be taken in good faith. (3) In the event of a dispute between any of the parties hereto, sufficient in the discretion of Representative to justify its doing so, Representative shall be entitled to tender into the registry or custody of any court of competent jurisdiction any property held by Representative under the terms of this Agreement, together with such legal proceedings as it deems appropriate, and thereupon to be discharged from all further duties under this Agreement. Any such legal action may be brought in any such court as Representative shall determine to have jurisdiction thereof. (4) Representative shall not earn any fees in connection with its duties pursuant to this Agreement. 3. Voting Right and Dividends. During the term of this pledge, and so long as Borrower is not in default in the performance of any of the terms of this Agreement or the Purchase Agreement or the Bridge Notes, Pledging Party or its designee shall have the right to vote the Pledged Shares on all corporate questions and receive all dividends or distributions of cash or property distributed in respect of the Pledged Shares. 4. Adjustments. In the event that, during the term of this Agreement, any share dividend, reclassification, readjustment, or other change is declared or made in the capital structure of Cambex, all new, substituted, and additional shares, or other securities, issued by reason of any such change and in connection with the Pledged Shares, such new shares shall be held under the terms of this Agreement in the same manner as the Pledged Shares originally pledged hereunder. 5. Warrants and Rights. In the event that during the term of this Agreement, subscription warrants or any other rights or options shall be issued in connection with the Pledged Shares, such warrants, rights, and options shall be immediately assigned by Pledging Party to Representative, and if exercised by Pledging Party all new shares or other securities so acquired by Pledging Party shall be immediately assigned to the Representative to be held under the terms of this Agreement in the same manner as the Pledged Shares originally pledged hereunder. 6. Default. In the event of a continuing material default by Borrower in the performance of any of the terms of this Agreement or the Purchase Agreement, or under the Bridge Notes, Purchasers shall have the rights and remedies provided in the Uniform Commercial Code in force in the State of Georgia on the effective date of this Agreement, and in this connection, Purchasers may, upon five days' notice to Borrower with a copy to the Representative, sent by certified mail, and without liability for any diminution in price which may have occurred, sell all the Pledged Shares remaining in the possession of the Representative (which shares shall be delivered by the Representative to Purchasers) in such manner and for such price as Purchasers may determine. At any bona fide public sale Purchasers shall be free to purchase all or any part of the Pledged Shares. Out of the proceeds of any sale Purchasers may retain any amount equal to the principal and interest then due on the Bridge Notes plus the amount of all expenses of such sale, and shall pay any balance of such proceeds to Pledging Party less any other amounts owing by Borrower to Purchasers, such as actual attorneys' fees and costs incurred. In the event that the proceeds of any sale are insufficient to cover the principal and interest of the Bridge Notes plus actual attorneys' fees and costs plus expenses of the sale, Borrower shall remain liable to Purchasers for any deficiency. 7. Indemnity. In consideration of Representative agreeing to serve pursuant to the terms hereof, each of the parties, jointly and severally, agrees to indemnify the Representative for any fees, costs and expenses incurred by it in the course of performing its dutires as Representatie hereunder, and hold the Representative harmless from any liability that may arise from his serving as the Representative hereunder. [Remainder of page intentionally left blank; signatures begin on next page] BORROWER, REPRESENTATIVE, AND PLEDGING OFFICER SIGNATURE PAGE TO STOCK PLEDGE AGREEMENT IN WITNESS WHEREOF, the parties have executed or caused their duly authorized officer to execute this Agreement as of the date first written above. BORROWER: CAMBEX CORPORATION By: /s/ Peter Kruy Peter Kruy, Executive Vice President REPRESENTATIVE: SOVCAP EQUITY PARTNERS, LTD. By: /s/ Barry W. Herman Name: Barry W. Herman Title: President Pledging Officer: CyberFin Corporation /s/ Peter Kruy Peter Kruy PURCHASER SIGNATURE PAGE (ENTITY) TO STOCK PLEDGE AGREEMENT PURCHASER Purchaser Name: SovCap Equity Partners, Ltd. By: /s/ Barry W. Herman Name: Barry W. Herman Title: President Purchaser Name SovCap Equity Partners, Ltd. Address and Cumberland House, No. 27 Cumberland St. Facsimile Number P.O. Box N-10818 Nassau, New Providence, The Bahamas (242) 356-0037 Principal Amount of Bridge $1,600,000 Notes Purchased Purchaser's Legal Counsel Address and Facsimile Number PURCHASER SIGNATURE PAGE (ENTITY) TO STOCK PLEDGE AGREEMENT PURCHASER Purchaser Name: Correllus International Ltd. By: /s/ Jan Telander Name: Jan Telander Title: Director Purchaser Name Correllus International Ltd. Address and c/o EIG Corporate Financial Services Facsimile Number Edf. Marina Marbella, Avenida Sever Olhoa 28, 29600 Marbella Spain Fax: +34-952-858-068 Principal Amount of Bridge Notes Purchased USD250,000.00 Purchaser's Legal Counsel Per Ronnstrom Address and Box 7315 Facsimile Number SE-10390 Stockholm, Sweden Fax: +46-8-796-8223 PURCHASER SIGNATURE PAGE (ENTITY) TO STOCK PLEDGE AGREEMENT PURCHASER Purchaser Name: Arab Commerce Bank Ltd. By: /s/ A. De Nazareth Name: A. De Nazareth Title: Co. Secretary Purchaser Name Arab Commerce Bank Ltd. Address and P.O. Box 309 Facsimile Number Grand Cayman Cayman Islands 0171 437 2413 (London) Principal Amount of Bridge Notes Purchased $150,000.00 Purchaser's Legal Counsel Address and Facsimile Number