B Y - L A W S

of

CAMBEX CORPORATION
(formerly known as "Cambridge Memory Systems, Inc.")


Section 1. ARTICLES OF ORGANIZATION

The name and purposes of the corporation shall be as set forth in the
articles of organization.  These by-laws, the powers of the corporation and of
its directors and stockholders, or of any class of stockholders if there shall
be more than one class of stock, and all matters concerning the conduct and
regulation of the business and affairs of the corporation shall be subject to
such provisions in regard thereto, if any, as are set forth in the articles of
organization as from time to time in effect.


Section 2. STOCKHOLDERS

2.1.	Annual Meeting.  The annual meeting of the stockholders shall be
held at 2:00 o'clock in the afternoon (unless a different hour is fixed
by the president or the board of directors and stated in the notice) on a date
in each year to be determined by the board of directors within six months after
the end of each fiscal year.  If that day be a legal holiday at the place where
the meeting is to be held, the meeting shall be held on the next succeeding
day not a legal holiday at such place.  Purposes for which an annual meeting
is to be held, additional to those prescribed by law, by the articles of
organization or by these by-laws, may be specified by the president or by the
directors.

2.2.	Special Meeting in Place of Annual Meeting.  If no annual
meeting has been held in accordance with the foregoing provisions, a special
meeting of the stockholders may be held in place thereof, and any action
taken at such special meeting shall have the same force and effect as if taken
at the annual meeting, and in such case all references in these by-laws to the
annual meeting of the stockholders shall be deemed to refer to such special
meeting.  Any such special meeting shall be called as provided in Section 2.3.

2.3.	Special Meetings.  A special meeting of the stockholders may
be called at any time by the president or by the directors.  Each call of a
meeting shall state the place, date, hour and purposes of the meeting.

2.4	Place of Meetings.  All meetings of the stockholders shall be
held at the principal office of the corporation in Massachusetts or, to the
extent permitted by the articles of organization, at such other place within the
United States as shall be fixed by the president or the directors.  Any
adjourned session of any meeting of the stockholders shall be held at the
same city or town as the initial session, or within Massachusetts, in either
case at the place designated in the vote of adjournment.

2.5.	Notice of Meetings.  A written notice of each meeting of
stockholders, stating the place, date and hour and the purposes of the
meeting, shall be given at least seven days before the meeting to each
stockholder entitled to vote thereat and to each stockholder who, by law, by
the articles of organization or by these by-laws, is entitled to notice, by
leaving such notice with him or at his residence or usual place of business, or
by mailing it, postage prepaid, addressed to such stockholder at his address as
it appears in the records of the corporation.  Such notice shall be given by the
clerk or an assistant clerk or by an officer designated by the directors.  No
notice of any meeting of stockholders need be given to a stockholder if a
written waiver of notice, executed before or after the meeting by such
stockholder or his attorney thereunto duly authorized, is filed with the records
of the meeting.

2.6.	Quorum of Stockholders.  At any meeting of the stockholders,
a quorum shall consist of a majority in interest of all stock issued and
outstanding and entitled to vote at the meeting; except that if two or more
classes or series of stock are entitled to vote as separate classes or series,
then in the case of each such class or series a quorum shall consist of a
majority in interest of all stock of that class or series issued and
outstanding; and except when a larger quorum is required by law, by the
articles of organization or by these by-laws.  Stock owned directly or
indirectly by the corporation, if any, shall not be deemed outstanding for
this purpose. Any meeting may be adjourned from time to time by a majority of
the votes properly cast upon the question, whether or not a quorum is present,
and the meeting may be held as adjourned without further notice.

2.7.	Action by Vote.  When a quorum is present at any meeting, a
plurality of the votes properly cast for election to any office shall elect to
such office, and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger
vote is required by law, by the articles of organization or by these by-laws.
No ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

2.8.	Voting.  Stockholders entitled to vote shall have one vote for
each share of stock entitled to vote held by them of record according to the
records of the corporation, unless otherwise provided by the articles of
organization.  The corporation shall not, directly or indirectly, vote any share
of its own stock.

2.9.	Action by Writing.  Any action to be taken by stockholders
may be taken without a meeting if all stockholders entitled to vote on the
matter consent to the action by a writing filed with the records of the
meetings of stockholders.  Such consent shall be treated for all purposes as a
vote at a meeting.

2.10.	Proxies.  Stockholders entitled to vote may vote either in
person or by proxy in writing dated not more than six months before the
meeting named therein, which proxies shall be filed with the clerk or other
person responsible to record the proceedings of the meeting before being
voted.  Unless otherwise specifically limited by their terms, such proxies
shall entitle the holders thereof to vote at any adjournment of such meeting
but shall not be valid after the final adjournment of such meeting.


Section 3. BOARD OF DIRECTORS

3.1.	Number.  A board of not more than          nor less than three
directors shall be elected at the annual meeting of the stockholders, by such
stockholders as have the right to vote at such election.  The number of
directors may be increased at any time or from time to time either by the
stockholders or by the directors by vote of a majority of the directors then in
office. The number of directors may be decreased to any number not less than
three at any time or from time to time either by the stockholders or by the
directors by a vote of a majority of the directors then in office, but only to
eliminate vacancies existing by reason of the death, resignation or removal of
one or more directors.  No director need be a stockholder.

3.2.	Tenure.  Except as otherwise provided by law, by the articles
of organization or by these by-laws, the directors shall hold office until the
next annual meeting of the stockholders and until their successors are elected
and qualified, or until a director sooner dies, resigns, is removed or becomes
disqualified.

3.3.	Powers.  Except as reserved to the stockholders by law, by the
articles of organization or by these by-laws, the business of the corporation
shall be managed by the directors who shall have and may exercise all the
powers of the corporation.  In particular, and without limiting the generality
of the foregoing, the directors may at any time issue all or from time to time
any part of the unissued capital stock of the corporation from time to time
authorized under the articles of organization and may determine, subject to
any requirements of law, the consideration for which stock is to be issued and
the manner of allocating such consideration between capital and surplus.

3.4.	Committees.  The directors may, by vote of a majority of the
directors then in office, elect from their number an executive committee and
other committees and may by vote delegate to any such committee or
committees some or all of the powers of the directors except those which by
law, by the articles of organization or by these by-laws they are prohibited
from delegating.  Except as the directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless
otherwise provided by the directors or such rules, its business shall be
conducted as nearly as may be in the same manner as is provided by these by-
laws for the conduct of business by the directors.

3.5.	Regular Meetings.  Regular meetings of the directors may be
held without call or notice at such places and at such times as the directors
may from time to time determine, provided that notice of the first regular
meeting following any such determination shall be given to absent directors.
A regular meeting of the directors may be held without call or notice
immediately after and at the same place as the annual meeting of the
stockholders.

3.6.	Special Meetings.  Special meetings of the directors may be
held at any time and at any place designated in the call of the meeting, when
called by the president or the treasurer or by two or more directors,
reasonable notice thereof being given to each director by the secretary or an
assistant secretary, or, if there be none, by the clerk or an assistant clerk,
or by the officer or one of the directors calling the meeting.

3.7.	Notice.  It shall be sufficient notice to a director to send notice
by mail at least forty-eight hours or by telegram at least twenty-four hours
before the meeting addressed to him at his usual or last known business or
residence address or to give notice to him in person or by telephone at least
twenty-four hours before the meeting.  Notice of a meeting need not be given
to any director if a written waiver of notice, executed by him before or after
the meeting, is filed with the records of the meeting, or to any director who
attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him.  Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.

3.8.	Quorum.  At any meeting of the directors a majority of the
directors then in office shall constitute a quorum.  Any meeting may be
adjourned from time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.

3.9.	Action by Vote.  When a quorum is present at any meeting, a
majority of the directors present may take any action, except when a larger
vote is required by law, by the articles of organization or by these by-laws.

3.10.	Action by Writing.  Any action required or permitted to be
taken at any meeting of the directors may be taken without a meeting if a
written consent thereto is signed by all the directors and such written consent
is filed with the records of the meetings of the directors.  Such consent shall
be treated for all purposes as a vote at a meeting.


Section 4. OFFICERS AND AGENTS

4.1.	Enumeration:  Qualification.  The officers of the corporation
shall be a president, a treasurer, a clerk, and such other officers, if any, as
the incorporators at their initial meeting, or the directors from time to time,
may in their discretion elect or appoint.  The corporation may also have such
agents, if any, as the incorporators at their initial meeting, or the directors
from time to time, may in their discretion appoint.  Any officer may be but
none need be a director or stockholder. The clerk shall be a resident of
Massachusetts unless the corporation has a resident agent appointed for the
purpose of service of process.  Any two or more offices may be held by the
same person.  Any officer may be required by the directors to give bond for
the faithful performance of his duties to the corporation in such amount and
with such sureties as the directors may determine.

4.2.	Powers.  Subject to law, to the articles of organization and to
the other provisions of these by-laws, each officer shall have, in addition to
the duties and powers herein set forth, such duties and powers as are
commonly incident to his office and such duties and powers as the directors
may from time to time designate.

4.3.	Election.  The president, the treasurer and the clerk shall be
elected annually by the directors at their first meeting following the annual
meeting of the stockholders.  Other officers, if any, may be elected or
appointed by the board of directors at said meeting or at any other time.

4.4.	Tenure.  Except as otherwise provided by law or by the
articles of organization or by these by-laws, the president, the treasurer and
the clerk shall hold office until the first meeting of the directors following
the next annual meeting of the stockholders and until their respective
successors are chosen and qualified, and each other officer shall hold office
until the first meeting of the directors following the next annual meeting of
the stockholders unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified.  Each agent shall retain his
authority at the pleasure of the directors.

4.5.	President and Vice Presidents.  The president shall be the chief
executive officer of the corporation and, subject to the control of the
directors, shall have general charge and supervision of the business of the
corporation.  The president shall preside at all meetings of the stockholders
and of the directors at which he is present, except as otherwise voted by the
directors.

Any vice presidents shall have such duties and powers as shall be
designated from time to time by the directors.

4.6.	Treasurer and Assistant Treasurers.  Except as the Directors
otherwise specify, the treasurer shall be the chief financial and accounting
officer of the corporation and shall be in charge of its funds and valuable
papers, books of account and accounting records, and shall have such other
duties and powers as may be designated from time to time by the directors or
by the president.

Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the directors.

4.7. 	Clerk and Assistant Clerks.  The clerk shall record all
proceedings of the stockholders in a book or series of books to be kept
therefor, which book or books shall be kept at the principal office of the
corporation or at the office of its transfer agent or of its clerk and shall be
open at all reasonable times to the inspection of any stockholder.  In the
absence of the clerk from any meeting of stockholders, an assistant clerk, or
if there be none or he is absent, a temporary clerk chosen at the meeting, shall
record the proceedings thereof in the aforesaid book.  Unless a transfer agent
has been appointed the clerk shall keep or cause to be kept the stock and
transfer records of the corporation, which shall contain the names and record
addresses of all stockholders and the amount of stock held by each.  If no
secretary is elected, the clerk shall keep a true record of the proceedings of
all meetings of the directors and in his absence from any such meeting an
assistant clerk, or if there be none or he is absent, a temporary clerk chosen
at the meeting, shall record the proceedings thereof.

Any assistant clerk shall have such duties and powers as shall be
designated from time to time by the directors.

4.8.	Secretary and Assistant Secretaries.  If a secretary is elected,
he shall keep a true record of the proceedings of all meetings of the directors
and in his absence from any such meeting an assistant secretary, or if there be
none or he is absent, a temporary secretary chosen at the meeting, shall
record the proceedings thereof.

Any assistant secretaries shall have such duties and powers as shall be
designated from time to time by the directors.


Section 5. RESIGNATIONS AND REMOVALS

Any director or officer may resign at any time by delivering his
resignation in writing to the president, the treasurer or the clerk or to a
meeting of the directors.  Such resignation shall be effective upon receipt
unless specified to be effective at some other time.  A director (including
persons elected by directors to fill vacancies in the board) may be removed
from office (a) with or without cause by the vote of the holders of a majority
of the shares issued and outstanding and entitled to vote in the election of
directors, provided that the directors of a class elected by a particular class
of stockholders may be removed only by the vote of the holders of a majority of
the shares of such class, or (b) for cause by vote of a majority of the
directors then in office.  The directors may remove any officer elected by them
with or without cause by the vote of a majority of the directors then in
office.  A director or officer may be removed for cause only after reasonable
notice and opportunity to be heard before the body proposing to remove him.  No
director or officer resigning, and (except where a right to receive
compensation shall be expressly provided in a duly authorized written
agreement with the corporation) no director or officer removed, shall have
any right to any compensation as such director or officer for any period
following his resignation or removal, or any right to damages on account of
such removal, whether his compensation be by the month or by the year or
otherwise; unless in the case of a resignation, the directors, or in the case of
a removal, the body acting on the removal, shall in their or its discretion
provide for compensation.


Section 6. VACANCIES

Any vacancy in the board of directors, including a vacancy resulting
from the enlargement of the board, may be filled by the stockholders or, in
the absence of stockholder action, by the directors by vote of a majority of
the directors then in office.  If the office of the president or the treasurer
or the clerk becomes vacant, the directors may elect a successor by vote of a
majority of the directors then in office.  If the office of any other officer
becomes vacant, the directors may elect or appoint a successor by vote of a
majority of the directors present.  Each such successor shall hold office for
the unexpired term, and in the case of the president, the treasurer and the
clerk, until his successor is chosen and qualified, or in each case until he
sooner dies, resigns, is removed or becomes disqualified.  The directors shall
have and may exercise all their powers notwithstanding the existence of one
or more vacancies in their number.


Section 7. CAPITAL STOCK

7.1.	Number and Par Value.  The total number of shares and the
par value, if any, of each class of stock which the corporation is authorized to
issue shall be as stated in the articles of organization.

7.2.	Fractional Shares.  The corporation shall not issue fractional
shares of stock but may issue scrip in registered or bearer form which shall
entitle the holder to receive a certificate for a full share upon surrender of
such scrip aggregating a full share, the terms and conditions and manner of
issue of such scrip to be fixed by the directors.

7.3.	Stock Certificates.  Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
be prescribed from time to time by the directors.  Such certificate shall be
signed by the president or a vice president and by the treasurer or an assistant
treasurer.  Such signatures may be facsimiles if the certificate is signed by a
transfer agent, or by a registrar, other than a director, officer or employee of
the corporation.  In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the time of its issue.

7.4.	Loss of Certificates.  In the case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place thereof, upon such terms as the directors may
prescribe.


Section 8. TRANSFER OF SHARES OF STOCK

8.1.	Transfer on Books.  Subject to the restrictions, if any, stated or
noted on the stock certificates, shares of stock may be transferred on the
books of the corporation by the surrender to the corporation or its transfer
agent of the certificate therefor properly endorsed or accompanied by a
written assignment and power of attorney properly executed, with necessary
transfer stamps affixed, and with such proof of the authenticity of signature
as the directors or the transfer agent of the corporation may reasonably
require.  Except as may be otherwise required by law, by the articles of
organization or by these by-laws, the corporation shall be entitled to treat the
record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive
notice and to vote with respect thereto, regardless of any transfer, pledge or
other disposition of such stock until the shares have been transferred in the
books of the corporation in accordance with the requirements of these by-
laws.

It shall be the duty of each stockholder to notify the corporation of his
post office address.

8.2.	Record Date and Closing Transfer Books.  The directors may
fix in advance a time, which shall not be more than sixty days before the date
of any meeting of stockholders or the date for the payment of any dividend or
making of any distribution to stockholders or the last day on which the
consent or dissent of stockholders may be effectively expressed for any
purpose, as the record date for determining the stockholders having the right
to notice of and to vote at such meeting and any adjournment thereof or the
right to receive such dividend or distribution or the right to give such consent
or dissent, and in such case only stockholders of record on such record date
shall have such right, notwithstanding any transfer of stock on the books of
the corporation after the record date; or without fixing such record date the
directors may for any of such purposes close the transfer books for all or any
part of such period.


Section 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the extent legally permissible, indemnify
each of its directors and officers (including persons who serve at its request
as directors, officers or trustees of another organization in which it has any
interest, as a shareholder, creditor or otherwise) against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees, reasonably incurred
by him in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which he may be involved or
with which he may be threatened, while in office or thereafter, by reason of
his being or having been such a director or officer, except with respect to any
matter as to which he shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interests of the corporation; provided, however, that as to any matter
disposed of by a compromise payment by such director or officer, pursuant to a
consent decree or otherwise, no indemnification either for said payment or
for any other expenses shall be provided unless such compromise shall be
approved as in the best interests of the corporation, after notice that it
involves such indemnification:  (a) by a disinterested majority of the directors
then in office; or (b) by a majority of the disinterested directors then in
office, provided that there has been obtained an opinion in writing of
independent legal counsel to the effect that such director or officer appears to
have acted in good faith in the reasonable belief that his action was in the
best interests of the corporation; or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a
single class, exclusive of any stock owned by any interested director or
officer.  The right of indemnification hereby provided shall not be exclusive
of or affect any other rights to which any director or officer may be
entitled.  As used in this Section, the terms "director" and "officer" include
their respective heirs,executors and administrators, and an "interested"
director or officer is one against whom in such capacity the proceedings in
question or another proceeding on the same or similar grounds is then pending.
Nothing contained in this Section shall affect any rights to indemnification
to which corporate personnel other than directors and officers may be entitled
by contract or otherwise under law.


Section 10. CORPORATE SEAL

The seal of the corporation shall, subject to alteration by the directors,
consist of a flat-faced circular die with the word "Massachusetts", together
with the name of the corporation and the year of its organization, cut or
engraved thereon.


Section 11. EXECUTION OF PAPERS

Except as the directors may generally or in particular cases authorize
the execution thereof in some other manner, all deeds, leases, transfers,
contracts, bonds, notes, checks, drafts and other obligations made, accepted
or endorsed by the corporation shall be signed by the president or by one of
the vice presidents or by the treasurer.


Section 12. FISCAL YEAR

Except as from time to time otherwise provided by the board of
directors, the fiscal year of the corporation shall end on the last day of
December of each year.


Section 13. AMENDMENTS

These by-laws may be altered, amended or repealed at any annual or
special meeting of the stockholders called for the purpose, of which the
notice shall specify the subject matter of the proposed alteration, amendment
or repeal or the sections to be affected thereby, by vote of the stockholders,
or if there shall be two or more classes or series of stock entitled to vote
on the question, by vote of each such class or series. These by-laws may also
be altered, amended or repealed by vote of the majority of the directors then in
office, except that the directors shall not take any action which provides for
indemnification of directors or affects the powers of directors or officers to
contract with the corporation, nor any action to amend this Section 13, and
except that the directors shall not take any action unless permitted by law.

Any by-law so altered, amended or repealed by the directors may be
further altered or amended or reinstated by the stockholders in the above
manner.