CAMBEX CORPORATION
AUDIT COMMITTEE CHARTER
AS ADOPTED
JULY 10, 2000


Organization

This charter governs the operations of the audit committee. The committee
shall review and reassess the charter at least annually and obtain the approval
of the board of directors. The committee shall be appointed by the board of
directors and shall be comprised of a majority of independent directors, each
of whom are independent of management and the Company. Members of the
committee shall be considered independent if they have no relationship that
may interfere with the exercise of their independence from management and
the Company. All committee members shall be financially literate, and at
least one member shall have accounting or related financial management
expertise.  Unless a chairperson is elected by the full board, the members of
the audit committee may designate a Chairperson by a majority vote of the
full audit committee.

Statement of Policy

The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the
Company's financial statements and the financial reporting process, the
systems of internal accounting and financial controls, the annual independent
audit of the Company's financial statements, and the legal compliance and
ethics programs as established by management and the board. In so doing, it
is the responsibility of the committee to maintain free and open
communication between the committee, independent auditors and
management of the Company. In discharging its oversight role, the
committee is empowered to investigate any matter brought to its attention
with full access to all books, records, facilities, and personnel of the
Company and the power to retain outside counsel, or other experts for this
purpose.

Responsibilities and Processes

The primary responsibility of the audit committee is to oversee the
Company's financial reporting process on behalf of the board and report the
results of their activities to the board. Management is responsible for
preparing the Company's financial statements, and the independent auditors
are responsible for auditing those financial statements. The committee, in
carrying out its responsibilities, believes its policies and procedures should
remain flexible, in order to best react to changing conditions and
circumstances. The committee should take the appropriate actions to set the
overall corporate "tone" for quality financial reporting, sound business risk
practices, and ethical behavior.

The following shall be the principal recurring processes of the audit
committee in carrying out its oversight responsibilities. The processes are set
forth as a guide with the understanding that the committee may supplement
them as appropriate.
?	The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the board and the audit committee, as representatives of
the Company's shareholders. The board, with the advice and input of the
audit committee, shall have the ultimate authority and responsibility to
evaluate and, where appropriate, replace the independent auditors. The
committee shall discuss with the auditors their independence from
management and the Company and the matters included in the written
disclosures required by the Independence Standards Board. Annually, the
committee shall review and recommend to the board the selection of the
Company's independent auditors.
?	The committee shall discuss with the independent auditors the overall
scope and plans for each audit including the adequacy of staffing and
compensation. Also, the committee shall discuss with management and
the independent auditors the adequacy and effectiveness of the accounting
and financial controls, including the Company's system to monitor and
manage business risk, and legal and ethical compliance programs.
Further, the committee shall meet separately and the independent
auditors, with and without management present, to discuss the results of
their examinations.
?	The committee shall review the interim financial statements with
management and the independent auditors prior to the filing of the
Company's Quarterly Report on Form 10-Q (or other applicable form)
with the Securities and Exchange Commission. Also, the committee shall
discuss the results of the quarterly review and any other matters required
to be communicated to the committee by the independent auditors under
generally accepted auditing standards. The chair of the committee may
represent the entire committee for the purposes of this review.
?	The committee shall review with management and the independent
auditors the financial statements to be included in the Company's Annual
Report on Form 10-K (or other applicable form), (prior to the filing with
the Securities and Exchange Commission), including judgment about the
quality, not just acceptability, of accounting principles, the
reasonableness of significant judgments, and the clarity of the disclosures
in the financial statements. Also, the committee shall discuss the results
of the annual audit and any other matters required to be communicated to
the committee by the independent auditors under generally accepted
auditing standards.