ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made as of July 14, 2000, by and among Cambex
Corporation, a corporation incorporated under the laws of Massachusetts, (the "Company"), Thumberland
Limited ("Purchaser"), and Epstein Becker & Green, P.C., having an address at 250 Park Avenue, New York,
NY 10177 (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meanings set forth
in the Common Stock Purchase Agreement referred to in the first recital. WHEREAS, the Purchaser will from
time to time as requested by the Company, purchase shares of the Company's Common Stock from the
Company as set forth in that certain Common Stock Purchase Agreement (the "Purchase Agreement") dated the
date hereof between the Purchaser and the Company, which will be issued as per the terms and conditions
contained herein and in the Purchase Agreement; and WHEREAS, the Company and the Purchaser have
requested that the Escrow Agent hold in escrow and then distribute the initial documents and certain funds which
are conditions precedent to the effectiveness of the Purchase Agreement, and have further requested that upon
each exercise of a Draw Down, the Escrow Agent hold the relevant documents and the applicable purchase price
pending receipt by Purchaser of certificates representing the securities issuable upon such Draw Down; NOW,
THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be
legally bound hereby, the parties hereby agree as follows:
ARTICLE 1
TERMS OF THE ESCROW FOR THE INITIAL CLOSING
1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent
shall hold the funds and documents, which are referenced in Section 5.2 of the Purchase Agreement.
1.2. At the Closing, the Company shall deliver to the Escrow Agent:
(i) the original executed Registration Rights