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EXHIBIT 10.1


                          SOURCE CODE LICENSE AGREEMENT


         This Source Code License Agreement ("Agreement") is entered as of
December 13th, 2002 (the "Effective Date") by and between Legato Systems, Inc. a
Delaware corporation with its principal place of business at business at 2350 W.
El Camino Real, Mountain View, CA 94040, U.S.A, ("Legato") and CaminoSoft
Corporation, a California corporation with its principal place of business at
600 Hampshire Road, Suite 105, Westlake Village, CA 91361 ("CaminoSoft").


Legato and CaminoSoft hereby agree as follows:

1.   DEFINITIONS.

1.1  CaminoSoft Derivative Works: means all derivative works of the Software
     made by CaminoSoft, but does not include any portions thereof which consist
     of Source Code and any products or processes embodied in such derivative
     works which are derivative works of patents owned or controlled by Legato.

1.2  Confidential Information: means (i) the Source Code and the source code to
     CaminoSoft Derivative Works; (ii) either party's business or financial
     information and plans, including without limitation customer information;
     (iii) the terms of this Agreement; and (iv) any other information, whether
     in print, magnetically stored, or in some other form, that Legato
     designates as confidential or which, under the circumstances surrounding
     the disclosure, should be treated as confidential to Legato. Confidential
     Information also includes any information that, as a matter of applicable
     law (such as consumer or end-user personal data) must be kept confidential.
     "Confidential Information" will not include information that the receiving
     party can demonstrate by clear and convincing evidence: (a) it received
     rightfully from another party without an obligation of confidentiality
     prior to its receipt from the disclosing party, (b) the disclosing party
     has generally disclosed to the public without any obligation to maintain
     such information in confidence; or (c) the receiving party can establish
     and document as being developed independently without access to any
     Confidential Information received from the disclosing party.

1.3  Contract For, Contracted For, and Contracting For: shall mean the receipt
     by Legato of a purchase order for a product or service, or the submission
     by Legato of an invoice for a product or service.

1.4  Customer Names has the meaning assigned to such term in Section 6.3.

1.5  Documentation: means any user documentation, on any media, provided by
     Legato for use with the Software.

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1.6  End-User: shall mean the person or entity that agrees to the terms of an
     End-User License Agreement and is authorized to access and use the
     Software.

1.7  Final Payment: shall have the meaning assigned to such term in Section 4.2.

1.8  Legato Product: shall mean the Software and CaminoSoft Derivative Works.

1.9  Novell: means Novell, Inc., a corporation with its principal place of
     business in Provo, Utah.

1.10 Product Trademarks has the meaning assigned to such term in Section 2.4.

1.11 Reseller: means any third party with a written agreement with CaminoSoft to
     distribute Software, only in object code form to other resellers or
     end-users in accordance with the terms of this Agreement.

1.12 Software: The term "Software" shall mean those versions of the following
     computer programs which run on the NetWare operating system: "Legato
     StandbyServer," "Legato OFFsite Archive and "Legato SnapShotServer".

1.13 Support: means, unless otherwise specified, Level, 1, 2 & 3 Support and
     Updates, all as defined in Exhibit B.

1.14 Support Agreement: means an agreement between Legato and an End User
     pursuant to which Legato undertakes to provide technical support and/or
     updates for one or more Software products to such End User.

1.15 Source Code: means the specified source code of the Software whether in
     print, magnetically stored, or in some other form, and related materials
     that Legato may provide to CaminoSoft, and any such source code to the
     extent included in any CaminoSoft Derivative Work.

1.16 Updates and Upgrades: shall have the meanings set forth in Exhibit D-1
     hereof.

2.   LICENSE

2.1  Use of Source Code. Legato hereby grants to CaminoSoft a non-exclusive and
     (except as provided in Section 19.1 hereof) non-transferable license to use
     the Source Code to create CaminoSoft Derivative Works and to support
     Resellers and End-Users.

2.2  Grant of Other Rights. Legato grants CaminoSoft a non-exclusive,
     non-transferable worldwide :

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                  (i) royalty based right to market, distribute, license and
                  sublicense the Software and all CaminoSoft Derivative Works;

                  (ii) license to use and reproduce the Software and CaminoSoft
                  Derivative Works for solely for the purpose of demonstrating
                  such products to potential End-Users,

                  (iii) license to use, reproduce and have reproduced, modify,
                  display, and distribute the Documentation in any medium; and

                  (iv) license to use, reproduce and have reproduced, modify,
                  display and distribute any marketing materials provided to
                  CaminoSoft pursuant to Section 6.2.

        All such Software shall be marketed, licensed or sublicensed in object
        code format only, and only for use on the Novell NetWare platform. The
        rights granted by this Section 2.2 will include the right of CaminoSoft
        to appoint Resellers to achieve the foregoing.

2.3  No Sale The licenses granted under this Agreement do not constitute a sale
     of the Software or any portion or copy of it.

2.4  Branding. Legato hereby grants CaminoSoft a non-exclusive license to use
     the trademarks "StandbyServer," "SnapShotServer," and"OFFsite Archive ,"
     (collectively the "Product Trademarks") in the marketing and distribution
     of the Software, CaminoSoft Derivative Works, and Documentation; but only
     in conjunction with a reference to the NetWare operating system and
     subsequent versions thereof, as in ""StandbyServer Many-To-One for
     NetWare," "OFFsite Archive for NetWare," "OFFsite Archive Many-To-One for
     NetWare," "SnapShotServer for NetWare", and "StandbyServer One-to-One for
     NetWare"". The Product Trademarks may not include or be used with the names
     "Legato" or "Vinca" but shall be used with a reference to Legato Systems,
     Inc. as owner of the Product Trademarks. Use of the Product Trademarks is
     otherwise subject to Section 9 hereof and Legato's trademark guidelines on
     the Legato website or as may be delivered to CaminoSoft from time to time.
     Legato reserves the right to require at any time that it approve in advance
     all documentation, advertising or other public messages by CaminoSoft that
     refer to Legato Products. CaminoSoft must delete all Legato or Vinca splash
     screens, and other references to Vinca, or Legato (except for the retention
     of appropriate copyright, patent or other notices required by Section 3.3)
     prior to promoting, marketing, distributing or licensing Legato Product or
     Documentation. CaminoSoft acknowledges that Legato uses, and retains the
     right to use, the names "StandbyServer", "OFFsite Archive",
     "SnapShotServer" and other names licensed hereunder with reference to
     software and products that run on other operating systems.

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2.5  Customer Names. Legato grants CaminoSoft the right to use the Customer
     Names for the purposes of marketing CaminoSoft products and services
     including the CaminoSoft Derivative Works. Legato shall not disclose the
     Customer Names to any entity which competes with CaminoSoft in the market
     for software products running on the NetWare operating system; (i) unless
     Legato's obligations hereunder do not become permanent pursuant to Section
     2.6); or (2) such disclosure is pursuant to a Non Disclosure Agreement
     restricting the use of the Customer Names. Legato may use the Customer
     Names in its own marketing programs.

2.6  Exclusive Nature of Rights. Provided that this Agreement has not terminated
     and that CaminoSoft is not then in material breach of this Agreement, on
     December 31st, 2003: (i) the license set forth above in Section 2.4 with
     respect to use of the Product Trademarks shall become exclusive, except
     that Legato may use the mark SnapShotServer in relation to versions of the
     such software bundled with NetWorker for Netware ; and (ii) Legato's
     obligation to not disclose the Customer Names pursuant to Section 2.6
     hereof shall become permanent.

2.7  License Terms. CaminoSoft shall use a written software license for
     marketing and licensing Software under the terms of this Agreement. Such
     license shall be executed by CaminoSoft and the End User or CaminoSoft
     shall otherwise require the End User to evidence consent to such license by
     other appropriate and enforceable means. All such software licenses shall
     contain terms and conditions that are substantially similar to Legato's
     standard form of software license, as such license is modified from time to
     time. Legato's current form of software license is attached hereto as
     Exhibit A.

2.8  License to CaminoSoft Derivative Works. CaminoSoft hereby grants to Legato
     a non-exclusive, transferable license to reproduce and use the source code
     to the CaminoSoft Derivative Works to support End-Users to whom Legato has
     delegated its support obligations to CaminoSoft pursuant to Section 8.

3.   Ownership and Restrictions

3.1  Ownership and Retention of Rights. CaminoSoft acknowledges that Legato, and
     its Licensors, own and shall retain all right, title and interest in and
     to: (i) the Software and updates, including all copies, modifications, and
     derivative works thereof (subject to Section 3.2), and Documentation,
     including all intellectual property rights embodied therein; (ii) all of
     the service marks, trademarks, trade names or any other designations

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     associated with the Software; and (iii) all copyrights, patent rights,
     trade secret rights, and other proprietary rights relating to the Software,
     the Source Code, the Documentation, or the Confidential Information.
     CaminoSoft further acknowledges and agrees that it shall have no rights
     with respect to any of the foregoing other than the rights expressly set
     forth in this Agreement.

3.2  CaminoSoft Derivative Works. CaminoSoft shall not create any derivative
     works based solely upon any patents owned or controlled by Legato which are
     embodied in the Software. All CaminoSoft Derivative Works shall be owned by
     CaminoSoft except for any portions that express or embody any processes
     derived from the Software that are considered tradesecret by Legato. Until
     September 30th, 2004, CaminoSoft shall place a copy of source code to all
     CaminoSoft Derivative Works, including any Source Code in which they may be
     embodied, in escrow with DSI Technology Escrow Services, Inc. pursuant to
     its preferred escrow agreement, promptly following the creation thereof.
     CaminoSoft shall update all such derivative works at the end of each
     calendar quarter. Instructions to the escrow agent shall provide for the
     release of source code to Legato upon certification by a Legato executive
     that Legato has given any notice of breach required by Section 10 and: (i)
     CaminoSoft is or has been in material breach of its obligations hereunder;
     or (ii) Legato is undertaking, directly or indirectly, to resume support
     obligations that have been delegated to CaminoSoft pursuant to Section 8.4
     or 8.5 hereof. Costs of such escrow shall be paid by CaminoSoft.

3.3  Restrictions on Use. CaminoSoft agrees: (i) not to remove any Legato
     identification or notices of any proprietary, patent or copyright
     restrictions from the Software, CaminoSoft Derivative Work, Documentation
     or any support material; (ii) not to provide use of the Legato Product in a
     computer service business, rental or commercial timesharing arrangement;
     and (iii) not to develop methods to enable unauthorized parties to use
     Legato Product.

4.   ROYALTY

4.1  Royalty Payments. CaminoSoft shall make royalty payments to Legato for each
     copy of the Software or CaminoSoft Derivative Works that CaminoSoft
     licenses, sublicenses, or otherwise distributes or sells. In addition,
     CaminoSoft shall pay a royalty for each copy of the Software or CaminoSoft
     Derivative Work that CaminoSoft uses for its own internal purposes, other
     than use solely for purposes of support, demonstrations, or other marketing
     activities. All such royalty payments will be the greater of 25% of
     CaminoSoft's receipts, or (with respect to each copy of the Software or
     CaminoSoft Derivative Works) $200. CaminoSoft's receipts shall mean
     CaminoSoft's list price for the Software or CaminoSoft Derivative Work,

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     less any applicable standard discounts; provided, however, that: i) all
     discounts must be consistent with CaminoSoft's standard business practice,
     and (ii) if CaminoSoft sells the Software or CaminoSoft Derivative Work
     bundled with other products, software or services, the discount that
     applies will be the average of the discount applied to the entire bundle of
     products licensed by CaminoSoft.

4.2     Final Payment. Once the cumulative royalties paid to Legato under this
        Agreement equals Ten Million Dollars (US) ($10,000,000) (such event
        being the "Final Payment") no further royalties shall be due to Legato
        hereunder.

4.3  Payment Terms. CaminoSoft shall keep an accurate account of the Legato
     Product and related services licensed, sublicensed, otherwise distributed
     or used internally hereunder and provide Legato with accurate and timely
     quarterly reports showing the quantity of all such royalty bearing Legato
     Product or services. CaminoSoft shall deliver such quarterly reports to
     Legato within thirty (30) days of the end of each calendar quarter, and
     shall, within forty five (45) of the end of such quarter pay to the Legato
     the amount of the royalties accrued during the corresponding calendar
     quarter. Payment may be made net of authorized returns and allowances.
     CaminoSoft shall have no obligation to provide royalty reports following
     the fiscal quarter in which Final Payment occurs.

     A product shall be deemed licensed or sublicensed at the time of first
     invoicing, or, if not invoiced, at the time of first shipment, delivery,
     or other transfer to other than CaminoSoft. The accounting period shall
     be on a calendar quarterly basis for the respective periods ending on
     March 31, June 30, September 30 and December 31 of each year, beginning
     with the end of the period first following the effective date of this
     Agreement.

4.4  Time of Payment. All accrued royalty fees are due and payable to Legato
     within forty five (45) days after the end of each calendar quarter.

4.5  Resale Price. CaminoSoft is free to determine its own resale prices for the
     Legato Product. No employee or representative of Legato has any authority
     to dictate or in any way inhibit CaminoSoft's pricing discretion with
     respect to the Legato Product.

4.6  Taxes. CaminoSoft shall bear and be responsible for: (i) the payment of all
     taxes associated with the use, or license of any Legato Product, (other
     than taxes based on Legato's net income) fees, duties or other amounts,
     however designated, including value added and withholding taxes which are
     levied or based upon such charges, or upon this Agreement. Taxes related to
     Legato Product licensed pursuant to this Agreement shall be paid by
     CaminoSoft or CaminoSoft shall present an exemption certificate acceptable
     to the taxing authorities; and (ii) keeping all records and/or impounding
     or paying all taxes (e.g., national, local, self employment tax, foreign
     tax withholding, etc.) and any other charges required by and imposed by any
     taxing authority on payments to CaminoSoft's employees or agents.

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4.7     Audit Rights. CaminoSoft shall keep accurate books, records and copies
        licenses and agreements pursuant to this Agreement, including all
        Reseller agreements and to all transactions related to Legato Products.
        Legato shall have the right, not more than once in any calendar year, to
        examine the books, records and agreements of CaminoSoft to verify the
        royalty statements and royalties due Legato pursuant to this Agreement.
        If CaminoSoft underpays Legato and that underpayment is equal to or more
        than five percent (5%) of the fees due to Legato, in addition to paying
        any fees (plus interest) which are overdue, CaminoSoft will pay the
        expenses for that audit.



5.      CAMINOSOFT RESPONSIBILITIES.

5.1     Promotion of Product. CaminoSoft shall use commercially reasonable
        efforts to: (i) successfully promote, and solicit orders for the Legato
        Product on a continuing basis; (ii) comply with good business practices
        and all applicable laws and regulations; and (iii) diligently perform
        all other duties as mutually agreed upon herein.

5.2     Compliance with Laws. CaminoSoft shall be solely responsible for
        complying with the laws and regulations applicable in any country, or
        political subdivision thereof, in which it engages in business in
        performing its responsibilities hereunder. CaminoSoft will bear all
        expenses and costs related to compliance with such laws and regulations.

5.3     Reseller Agreements. Prior to the distribution of any Software to a
        Reseller, CaminoSoft shall enter into an enforceable written agreement
        with such Reseller that is sufficient to ensure that such Reseller is
        required to comply with the relevant terms of this Agreement. Without
        limiting the generality of the foregoing, each such agreement shall
        include terms binding the Reseller to obligations at least as broad as
        those of CaminoSoft under this Agreement and restrictions at least as
        protective of Legato as those contained in this Agreement, including,
        the obligations and provisions pertaining to confidentiality and
        proprietary rights protections, software use restrictions, liability
        limitations, and warranty disclaimers.

5.4     Proprietary Notices. CaminoSoft must reproduce and include the copyright
        notice and any trademark, service mark, patent or other proprietary
        notices that appear on the original copy of any Legato Product or
        Documentation on any copies made by CaminoSoft on any media.

5.5     Protection Against Unauthorized Use. Legato prevents unauthorized use of
        Software by employing Enabler Codes and Authorization Codes that enable
        the use of the Software. If CaminoSoft modifies such
        enabler/authorization code scheme, it must use a scheme or method at
        least as effective to prevent unauthorized use of Software or CaminoSoft
        Derivative Works.
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6.       LEGATO RESPONSIBILITIES

6.1     Initial Delivery. Legato shall, deliver to CaminoSoft, FCA Legato's dock
        in Palo Alto, California, USA the Source Code on a master CD ROM ,
        within fourteen (14) days after the Effective Date.

6.2     Market Materials.  Legato shall provide at no cost to CaminoSoft
        copies of all marketing materials for the Software to the
        extent such materials are available.

6.3     Customer Names. Promptly following the execution of this Agreement,
        Legato shall provide to CaminoSoft a list of all customers who, in the
        three (3) years preceding the Effective Date, have received final
        authorization codes from Legato to use the Software or who, on the
        Effective Date, have current support contracts for the Software, the
        database of such customer names and software designations being the
        "Customer Names".

7.      CONFIDENTIAL INFORMATION

7.1     Protection of Confidential Information. Each party will protect the
        other's Confidential Information from unauthorized dissemination and use
        the same degree of care that such party uses to protect its own like
        information, but in no event less than a reasonable degree of care.
        Neither party will disclose to third parties the other's Confidential
        Information without the prior written consent of the other party.
        Neither party will use the other's Confidential Information for purposes
        other than those necessary to directly further the purposes of this
        Agreement. Notwithstanding the foregoing, either party may use or
        disclose Confidential Information to the extent such party is legally
        compelled to disclose such Confidential Information provided, however,
        that prior to any such compelled disclosure, the disclosing party will
        notify the non-disclosing party and will cooperate fully with the
        non-disclosing party in protecting against any such disclosure and/or
        obtaining a protective order narrowing the scope of such disclosure
        and/or use of the Confidential Information. The parties agree that any
        breach of this Section would cause irreparable harm to the disclosing
        party for which monetary damages would not be adequate and therefore,
        the parties agree that in the event of a breach of this Section 7.1, the
        disclosing party shall be entitled to equitable relief in addition to
        any remedies it may have hereunder or at law.

7.2     Non-disclosure of Source Code. In additional to the provisions of
        Section 7.2 above, CaminoSoft acknowledges that the Source Code (and to

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        the extent containing Legato trade secrets, the CaminoSoft Derivative
        Works) constitutes a valuable asset of Legato and therefore agrees that
        only the following CaminoSoft employees shall have access to the Source
        Code and the source code to the CaminoSoft Derivative Works: those
        employees: (i) who have a need for such access to accomplish the
        purposes of the distribution rights and license grants specified in
        Section 2 above; and (ii) with whom CaminoSoft has a legally enforceable
        obligation that precludes disclosure of third-party proprietary
        information and is otherwise sufficient to enable CaminoSoft to comply
        with all the provisions of this Agreement. CaminoSoft shall not grant
        any other individual or entity access to the Source Code.

7.3     Security. CaminoSoft shall implement reasonable security measures to
        prevent unauthorized use or disclosure of Source Code. CaminoSoft agrees
        to segregate all Source Code and Confidential Information from its own
        confidential information and from the confidential information of others
        in order to prevent commingling.

7.4     Notification of Employees. Each party agrees to take appropriate action
        by instruction, agreement or otherwise with its employees, agents and
        contractors allowed access to the Confidential Information to satisfy
        its obligations under this Section 7.



8.         SUPPORT AND TRANSITION


8.1     Legato Employees. Legato shall use reasonable efforts to assist and
        cooperate with CaminoSoft efforts to hire members of Legato's present
        engineering and technical support personnel from Legato's facility in
        Orem, Utah who have experience with the Source Code to the Software.
        Nothing contained herein shall be construed to create any obligation of
        CaminoSoft to hire any employees of Legato.

8.2     Level 2 and 3 Support. CaminoSoft shall provide Level 2 and 3 support to
        Legato (on behalf of End Users or Legato resellers (including Novell)
        whose contracts have not been transferred to CaminoSoft) without cost as
        set forth in Exhibit B hereto, through September 30th, 2004. If
        CaminoSoft fails to provide adequate Level 2 or 3 Support to Legato, or
        fails to provide adequate support in fulfillment of Legato's obligations
        to provide Support or Updates to any End-User or Reseller with respect
        to which Legato's obligations have been delegated under this Agreement
        pursuant to Sections 8.3, 8.4 or 8.5, Legato may: (1) reassume support,
        either directly or through a third party, of such End Users and
        Resellers; and (2) obtain source code to any CaminoSoft Derivative Work

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        that has been or should have been delivered to the escrow provided under
        Section 3.2. CaminoSoft will reimburse Legato for 150% of its costs
        involved in providing all such support.

8.3     Legato Sales: Legato will remove the Software from its price lists and
        public e-commerce web sites on or before December 31st, 2002. Legato
        shall not send out any quotations for Support and/or Updates to the
        Software after the Effective Date Legato shall retain all revenue
        derived for the license of the Software, or for Support or Upgrades or
        Updates: 1) with respect to its agreement with Novell (The Statement of
        Work No. 2 to the Business Development Agreement dated September 1996,
        as amended); 2) with respect to Contracts For Support, Upgrades or
        Updates prior to the Effective Date. Legato shall remit to CaminoSoft
        85% of all revenue derived from Contracts For the license of the
        Software or for Support Upgrades or Updates of the Software after the
        Effective Date, (except with respect to revenues received from Novell,
        Inc.) Legato shall submit a statement to CaminoSoft as to all revenue
        received by it which is to be remitted to CaminoSoft within 15 days
        following the end of each month and shall remit payment thereof within
        30 days of such statement.

8.4     Transfer of Contracts. Legato hereby delegates to CaminoSoft all of its
        obligations under existing Support Agreements (excluding any contract
        with Novell, Inc.). CaminoSoft shall fulfill Legato's obligations to
        provide support thereunder without cost to Legato through the expiration
        of the last Support Agreement in existence on the Effective Date. A copy
        of Legato's standard forms of Technical Support Agreement for the
        Software are attached hereto as Exhibit D -1 and Exhibit D-2. Except as
        it may be required by contract to enter into an agreement for support of
        End Users with Novell, Legato shall for a period of 12 months following
        the date of this Agreement refer all requests for renewal of existing
        support contracts to CaminoSoft.

8.5     Transfer of Novell Contract. Legato may enter into a contract with
        Novell for support of customers who have purchased Software through
        Novell. In such case, Legato shall delegate its obligations to provide
        Level 2 and Level 3 Support and Updates under such contract to
        CaminoSoft and CaminoSoft hereby undertakes to provide such Support and
        Updates Legato shall pay to CaminoSoft 85% of all funds received by it
        from Novell for support under such contract.

9.       Trademarks and Servicemarks

9.1     Trademarks. Neither party is granted any ownership in or license to the
        trademarks, marks, service marks or trade names, or good will associated
        with such marks or names (collectively, "Marks") of the other party,
        except as provided in Section 2.4. Neither party shall use the Marks or
        confusingly similar marks in connection with any goods or services other
        than the Legato Product, or in a manner that dilutes, disparages, or

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        harms the reputation of the party owning such marks. Each party agrees
        that any goodwill arising from its use of the Marks shall inure to the
        benefit of the party owning such Mark who will be the sole and exclusive
        owner of such goodwill.

9.2     Use of Marks. CaminoSoft shall include Legato's copyright notice as
        required herein. All advertising and other materials in which Legato's
        Marks are used shall be subject to the prior written approval of Legato.
        Where appropriate, Legato shall grant generic approval for such use.
        Whenever a party uses the Mark of the other, such party shall indicate
        that such Mark is the property of the other party.

9.3     Defense of Trademarks. Neither party will at any time contest, or assist
        others in contesting, the validity or enforceability of the Marks of the
        other party or other proprietary rights, or do, cause to be done, or
        tolerate any act or thing contesting or in any way impairing or tending
        to impair any said right, title, and interest of such party in such
        Marks or other proprietary rights.

10.      Term and Termination

10.1    Termination. Prior to Final Payment either party has the right to
        terminate this Agreement if the other party breaches or is in default of
        any material obligation hereunder (including the failure to make any
        payment when due) which defaulting party is incapable of cure or which,
        being capable of cure, has not been cured within thirty (30) days after
        receipt of written notice from the non-defaulting party or within such
        additional cure period as the non-defaulting party may authorize in
        writing.

10.2    Additional Cause for Termination. In addition to the aforementioned,
        Legato may terminate this Agreement prior to the expiration of one
        calendar year following Final Payment upon written notice to CaminoSoft,
        if CaminoSoft:

     o    fails to secure or renew any license, permit authorization or approval
          for the conduct of its business;

     o    challenges or assists a third party in challenging Legato's right,
          title or interest in and to any Legato intellectual property asserted
          in this Agreement;

     o    ceases to use commercially reasonable efforts to market Legato
          Product,

     o    ceases to do business or otherwise terminates its business operations.

10.3    Effects of Termination. Upon termination or expiration of this Agreement
        for any reason whatsoever, CaminoSoft shall immediately: (i) cease all

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        use of Legato Product and Documentation; (ii) discontinue any use of the
        name, logo, trademarks, service marks or slogans of Legato and the trade
        names of any Software; (iii) discontinue all representation or
        statements from which it might be inferred that a CaminoSoft
        relationship with respect to Legato Product exists between CaminoSoft
        and Legato; (iv) cease to promote, solicit orders for or procure orders
        for such Legato Product; and (v) return all Software, Source Code,
        Documentation, Confidential Information, and the source code to all
        CaminoSoft Derivative Works and all related materials and copies thereof
        to Legato. In addition to the foregoing, CaminoSoft agrees that it shall
        not, following termination of this Agreement, act in any way to damage
        the reputation or goodwill of Legato or any Software, CaminoSoft
        Derivative Work or other product.

10.4    No Harm Upon Termination. Except as otherwise expressly provided herein,
        upon the expiration or termination of this Agreement CaminoSoft shall
        not be entitled to, and to the fullest extent permitted by law waives,
        any statutorily prescribed or other compensation, reimbursement or
        damages for loss of goodwill, clientele, prospective profits,
        investments or anticipated sales or commitments of any kind.

10.5    Survival. The following sections of this Agreement shall survive
        termination: Section 1 (Definitions); Section 3 (Ownership and
        Restrictions); Section 4 (Royalty); Section 7 (Confidential
        Information); Section 9 (Trademarks and Servicemarks); Section 11
        (Special Protections for Source Code); Section 12 (Warranty and
        Disclaimers); Section 13 (Limitation of Liability); Section 14
        (Indemnification); Section 17 (Remedies); Section 18 (Notices); Section
        19 (General Provisions).

11.     Special Protections for Source Code

11.1    Special Nature of Source Code. CaminoSoft agrees and acknowledges that
        the Source Code is: (i) proprietary to Legato; (ii) is of significant
        value to Legato; (iii) is not publicly available; (iv) contains trade
        secrets of Legato; and (v) constitutes Confidential Information of
        Legato subject to the requirements of this Section 11. In addition to
        the requirements of Section 7, CaminoSoft shall comply with the
        following restrictions on use of the Source Code and shall maintain the
        Source Code in accordance with the following security procedures.

11.2    Responsible Manager. CaminoSoft shall designate a management-level
        CaminoSoft employee (the "Responsible Manager") who shall have
        responsibility for preserving the security of the Source Code at all
        times.

11.3    Access. No Authorized Person shall have access to the Source Code unless
        and until: (i) they have been apprised of and acknowledges the
        confidential and proprietary nature of the Source Code; (ii) have been

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        trained with respect to the procedures designed to preserve its
        confidentiality; (iii) and is subject to a binding and enforceable
        obligation neither to use such Source Code (other than for purposes
        expressly permitted by this Agreement) nor to disclose such Source Code
        to any person or entity other than a person similarly authorized to
        access the Source Code. CaminoSoft at anytime may change the Authorized
        Persons.

11.4    Security for Physical Media. To the extent the Source Code is contained
        in physical media, CaminoSoft shall maintain such Source Code in a room
        or locker in the Facility to which access may be obtained only through a
        key or computerized card-access security system and to which only the
        Authorized Persons shall have access. All such Source Code shall be
        marked with the restrictive legend "LEGATO CONFIDENTIAL AND PROPRIETARY:
        FOR USE BY AUTHORIZED PERSONS ONLY." Before any physical storage media
        containing Source Code is released for reuse, it will be degaussed or
        completely overwritten. Source Code contained on optical disks shall be
        returned to Legato.

11.5    Security for Soft Media.  To the extent the Source Code is stored '
        electronically on an information processing system, such
        system shall meet the following requirements:

          o    Such system will have password-controlled access. Each user will
               have a unique user id and associated password. The Source Code
               shall be stored in data sets which shall be separately password
               protected and each password will be unique.

          o    Such system, and the Source Code in particular, shall not be
               accessible through dial-up facilities or other form of remote
               connection.

          o    Only Authorized Persons and Legato employees (if required) shall
               be issued password access to data sets containing Source Code.
               Each such password will be randomly selected, non-obvious, and
               nontrivial. Logon passwords will be changed at least every thirty
               (30) days. Displaying and printing of passwords will be either
               inhibited or masked.


11.6    Records and Investigations. The Responsible Manager shall maintain a
        record of all persons who have access to the Source Code and the
        computer system shall maintain a record of each time a user accessed the
        Source Code and the user id of such user. CaminoSoft shall record and
        investigate all unauthorized attempts to gain access to the Source Code
        and shall promptly notify Legato of any loss, theft, or unauthorized use
        or disclosure of the Source Code. CaminoSoft shall make such records
        available to Legato at Legato's reasonable request.
<PAGE>

11.7    Security Reviews. CaminoSoft shall conduct periodic reviews to ensure
        compliance with the foregoing security requirements. Legato shall have
        the right to conduct a review to ensure compliance with the foregoing
        security restrictions, including an interview of the Responsible Manager
        and inspection the records maintained by CaminoSoft pursuant to
        subsection 11.6 above, on three (3) Business Days written notice.

11.8    Activity Restrictions. CaminoSoft shall cause each of its employees who
        have access to the Source Code to agree in writing: (i) to notify Legato
        if they engage in the development of any software which is in direct
        competition with the Software at any time during the two years following
        the last such access, and (ii) to execute, prior to any such engagement,
        a confidentiality agreement in favor of Legato in form and substance
        similar to the confidentiality provisions of Section 7 hereof, including
        the restriction on the use of the Source Code and any Confidential
        Information.

11.9    Return of Source Code. Upon termination of this Agreement, CaminoSoft
        shall immediately return to Legato all Source Code, in whatever form,
        including all copies, fragments, excerpts, and any materials containing
        Source Code, whether or not such Source Code has been intermingled with
        CaminoSoft Derivative Works, or CaminoSoft's own information or
        materials, and will certify to Legato that all forms of such Source Code
        have been returned.


12.     WARRANTY AND DISCLAIMERS.

12.1    Limited Warranty. CaminoSoft warrants that the support services to be
        provided to End Users will be performed with the same degree of skill
        and professionalism as is demonstrated by like professionals performing
        services of a similar nature.

12.2    Outstanding Support Agreements.  Legato represents that all of
        its current contracts for support of the Software expire on
        or before December 31st, 2003, except as set forth in Exhibit C.

12.3    Warranty Disclaimer. LEGATO MAKES NO WARRANTIES WITH RESPECT TO any
        Software, license or SERVICE AND DISCLAIMS ALL Statutory or IMPLIED
        WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,
        FITNESS FOR A PARTICULAR PURPOSE, or arising from a course of dealing or
        usage of trade and any WARRANTIES OF NONINFRINGEMENT. LEGATO DOES NOT
        WARRANT THAT THE Software WILL MEET any REQUIREMENTS or THAT THE
        OPERATION OF THE Software WILL BE UNINTERRUPTED OR ERROR FREE.
        CAMINOSOFT WILL HANDLE AND BE RESPONSIBLE FOR ALL WARRANTY RETURNS FROM
        ITS End-users or Resellers.

<PAGE>

12.4    Normal Distribution. Legato warrants that it has not Contracted For
        Support and Updates for the Software during the 90 days preceding the
        Effective Date in an aggregate amount greater than 30% of its aggregate
        Contracts For Support and Updates for the Software for the twelve months
        preceding the Effective Date. CaminoSoft's sole remedy for breach of
        this warranty shall be to receive 85% of any amounts received in respect
        of Contracts For Support and Updates that are in excess of such 30%
        limit for such 90 day period.


13.      LIMITATION OF LIABILITY.

13.1    Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT
        OR OTHERWISE, LEGATO WILL in no event BE LIABLE WITH RESPECT TO ANY
        SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT, OR OTHER
        LEGAL OR EQUITABLE THEORY FOR: (I) ANY Indirect, special, INCIDENTAL OR
        CONSEQUENTIAL DAMAGES, however caused and whether or not advised in
        advance of the possibility of such damages; or (ii) damages for LOST
        profits or lost DATA; OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS,
        TECHNOLOGY OR SERVICES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO
        THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITATION OF
        LIABILITY OR LIMITED REMEDY, LEGATO'S ENTIRE AGGREGATE LIABILITY ARISING
        FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER
        ANY LEGAL THEORY, WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE,
        SHALL BE LIMITED TO TWO HUNDERD AND FIFTY THOUSAND DOLLARS ($250,000).




14.      INDEMNIFICATION.

14.1    Indemnification by CaminoSoft. CaminoSoft shall defend any action
        brought against Legato, its officers, directors, agents and employees,
        and shall pay all costs, liabilities, damages and legal fees finally
        awarded against Legato in, or paid in settlement of, such action, to the
        extent such action is based on a third-party claim: (i) where
        CaminoSoft's modification, use or distribution of the Legato Products is
        not in strict accordance with this Agreement; (ii) of any
        misrepresentation or any breach of any warranty, covenant or agreement
        on the part of CaminoSoft; or (iii) such third party claim or action
        against Legato is for injuries or damage to persons or property caused
        or claimed to have been caused by the negligent acts or omissions of
        CaminoSoft personnel while in the course of performing work under this
        Agreement; (iv) such claim or proceeding relates to any warranty,

<PAGE>

        representation, liability limit, remedy, indemnity, or other obligation
        stated by CaminoSoft in its license agreement or other agreement between
        CaminoSoft and such third party, which has terms that differ from the
        provisions set forth in Exhibit A; or (v) involving Support of Novell or
        any End-Users or Legato reseller whose support contracts have been
        assigned to CaminoSoft pursuant to Section 8.2.

14.2    Indemnification by Legato. Legato shall defend any action brought
        against CaminoSoft, its officers, directors, agents and employees, and
        shall pay all costs, liabilities, damages and legal fees finally awarded
        against CaminoSoft in, or paid in settlement of, such action, to the
        extent such action is based on a third-party claim that use or
        distribution by CaminoSoft of the Legato Product within the scope of the
        licenses granted hereunder directly infringes any United States patent
        or trademark issued as of the Effective Date or any copyright or trade
        secret, provided that: (i) CaminoSoft promptly notifies Legato of any
        and all threats, claims or proceedings potentially implicating the
        indemnity obligations set forth in this Section 14.2; and (ii) Legato is
        given reasonable assistance and the opportunity to assume sole control
        over the defense and all negotiations for a settlement or compromise.
        Legato will not be responsible for any settlement it does not approve in
        writing.

14.3    Infringement Remedies. If the Legato Product is, or in Legato's opinion
        is likely to become, the subject of a valid claim, suit, or proceedings
        alleging infringement, Legato may either: (i) procure, at no cost to
        CaminoSoft, the right to continue using the Legato Product; (ii) replace
        or modify the Legato Product, at no cost to CaminoSoft, to make it
        non-infringing, or (iii) terminate the license for the infringing Legato
        Product and grant a refund credit thereon as amortized on a
        straight-line sixty (60) month basis.

14.4    Disclaimer. THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY AND
        OBLIGATIONS OF LEGATO WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT
        OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCT and IS IN LIEU OF ANY
        WARRANTIES OF NONINFRINGEMENT.

14.5    Exceptions. The foregoing indemnity obligation of Legato does not apply
        with respect to Legato Product or portions or components thereof: (i)
        not supplied by Legato, (ii) made in whole or in part in accordance to
        CaminoSoft specifications or that constitute a CaminoSoft Derivative
        Work, (iii) which are modified after shipment by Legato, if the alleged
        infringement relates to such modification, (iv) combined with other
        products, processes or materials where the alleged infringement relates
        to such combination, or (v) where CaminoSoft continues allegedly
        infringing activity after being notified thereof or after being informed
        of modifications that would have avoided the alleged infringement.

<PAGE>

15.     Compliance with Applicable Laws

        Export and Import Controls. CaminoSoft acknowledges that the Software
        and the technical data received from Legato in accordance with the
        terms hereunder may be subject to United States export and import
        controls, and in the performance of its obligations, CaminoSoft shall
        at all times strictly comply with all laws, regulations and orders,
        and agrees to commit no act which, directly or indirectly, would
        violate any United States or other countries', regulations or orders.

16.     GOVERNMENT MATTERS.

16.1    Government Restricted Rights. This provision applies to Legato Product
        licensed directly or indirectly to or on behalf of any government by
        CaminoSoft or a Reseller. The Software or CaminoSoft Derivative Work is
        a commercial software product, licensed on the open market at market
        prices, and was developed entirely at private expense and without the
        use of any government funds. Any use modification, reproduction,
        release, performance, display, or disclosure of the Software or
        CaminoSoft Derivative Work by any government shall be governed solely by
        the terms specified in Exhibit A and shall be prohibited except to the
        extent expressly permitted thereto, and no license to the Software or
        CaminoSoft Derivative Work is granted to any government requiring
        different terms.

16.2    U.S. Government Users. If the Legato Product is acquired directly or
        indirectly by or on behalf of the United States Government, then use,
        duplication, or disclosure is subject to the restrictions as set forth
        in the Rights in Technical Data and Computer Software clause at DFARS
        252.227-7013 subparagraph (c)(1)(ii), or the Commercial Computer
        Software - Restricted Rights at CFR 52.227-19, subparagraphs (c)(1) and
        (2), as applicable. Manufacturer is Legato Systems, Inc., Mountain View,
        California.



17.     REMEDIES

17.1    Governing Law. This Agreement shall be governed by the laws of the State
        of California, as applied to agreements entered into and to be performed
        entirely within California between California residents, without regard
        to the principles of conflict of laws or the United Nations Convention
        on Contracts for the International Sale of Goods.

17.2    Jurisdiction. The U.S. federal and state courts of the State of
        California located in Santa Clara County shall have sole and exclusive
        jurisdiction and venue to adjudicate over any actions relating to the
        subject matter of this Agreement. The parties hereto consent to the
        exclusive jurisdiction of the courts specified above, and expressly
        waive any objection to the jurisdiction, venue, or convenience of such
        courts.
<PAGE>

17.3    Injunctive Relief. The parties agree that a breach of this Agreement
        adversely affecting Legato's intellectual property rights in the Legato
        Products or Documentation may cause irreparable injury to Legato for
        which monetary damages may not be an adequate remedy and Legato shall be
        entitled to equitable relief in addition to any remedies it may have
        hereunder or at law.

18.      NOTICES

      All notices under this Agreement are to be delivered by (i) depositing the
      notice in the mail, using registered mail, return receipt requested,
      addressed to the address below or to any other address as the party may
      designate by providing notice, (ii) telecopying the notice by using the
      telephone number set forth below or any other telephone number as the
      party may designate by providing notice, (iii) overnight delivery service
      addressed to the address below or to any other address as the party may
      designate by providing notice, or (iv) hand delivery to the individual
      designated below or to any other individual as the party may designate by
      providing notice. The notice shall be deemed delivered (i) if by
      registered mail, four (4) days after the notice's deposit in the mail,
      (ii) if by telecopy, on the date the notice is delivered, (iii) if by
      overnight delivery service, on the day of delivery, and (iv) if by hand
      delivery, on the date of hand delivery.

      If to Legato:                 Legato Systems, Inc
                                    2350 El Camino Real Mountain View,
                                    California 94040,
                                    USA
                                    Attention:       General Counsel
                                    Telephone:       650 210-7215

                                    Facsimile        (650) 210 -7800

      If to CaminoSoft:             CaminoSoft Corporation
                                    600 Hampshire Road Suite 105
                                    Westlake Village, CA. 91361

                                    Attention Stephen W. Crosson CFO
                                    805-370-3100
                                    Fax 808-370-3200

                             And    David I Kornbluh
                                    Miller Morton Caillat & Nevis
                                    50 West San Fernando Street Suite 1300
                                    San Jose, CA. 95113

                                    Attorney for CaminoSoft

                                    408-292-1765
                                    Fax  408-292-4484

<PAGE>


19.  GENERAL PROVISIONS

19.1 Assignment. Neither this Agreement nor any rights or obligations hereunder,
     in whole or in part, shall be assignable or otherwise transferable by
     CaminoSoft, except that In the event of a merger, acquisition,
     consolidation, reorganization, or sale of substantially all of its assets
     or of its business CaminoSoft, with the prior written consent of Legato
     which shall not be unreasonably withheld, may assign its rights and
     transfer its obligations hereunder to the surviving corporation. Legato may
     assign its rights and transfer its obligations hereunder provided
     CaminoSoft is previously notified in writing of such assignment.

19.2 Complete Agreement. The parties agree that this Agreement is the complete
     and exclusive statement of the agreement between the parties, which
     supersedes and merges all prior proposals, understandings and all other
     agreements, oral or written, between the parties relating to this
     Agreement.

19.3 Amendment. This Agreement may not be modified, altered or amended except by
     written instrument duly executed by both parties.

19.4 Waiver. The waiver or failure of either party to exercise in any respect
     any right provided for in this Agreement shall not be deemed a waiver of
     any further right under this Agreement.

19.5 Severability. If any provision of this Agreement is invalid, illegal or
     unenforceable under any applicable statute or rule of law, it is to that
     extent to be deemed omitted. The remainder of the Agreement shall be valid
     and enforceable to the maximum extent possible.

19.6 Press Release. Neither party shall issue any press release or any other
     public announcement related to this Agreement without the prior written
     consent of the other party before to the release thereof.

19.7 Read and Understood. Each party acknowledges that it has read and
     understands this Agreement and agrees to be bound by its terms.


IN WITNESS WHEREOF each of the parties hereto have executed this agreement by
their duly authorized representatives.

<PAGE>

Legato Systems, Inc.                        CaminoSoft Corporation
------------------------------------------- ---------------------------


                 [Signature]                          [Signature]
Name:     _______________________   Name:       ______________________
Title:    _______________________   Title:      ______________________
Address:  _______________________   Address:    ______________________
Date:     _______________________   Date:       ______________________

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