TERMINATION AGREEMENT

      TERMINATION AGREEMENT (the "Agreement"),  dated as of January 28, 2005, by
and between  CAMINOSOFT CORP., a California  corporation,  (the "Company"),  and
FUSION  CAPITAL  FUND II,  LLC,  an  Illinois  limited  liability  company  (the
"Buyer").

      WHEREAS, the Buyer and the Company mutually desire to terminate the Common
Stock  Purchase  Agreement  dated as of September  16, 2004,  by and between the
Company  and the Buyer as amended  by the First  Amendment  thereto  dated as of
October 26, 2004, (the "Purchase  Agreement") and the agreements entered into in
connection  with the  Purchase  Agreement.  All  capitalized  terms used in this
Agreement  that are not defined in this  Agreement  shall have the  meanings set
forth in the Purchase Agreement.

      NOW THEREFORE, the Company and the Buyer hereby agree as follows:

      1. TERMINATION OF THE PURCHASE AGREEMENT.

      The Purchase  Agreement,  and the other Transaction  Documents between the
Buyer  and the  Company  related  to the  Purchase  Agreement  (other  than this
Agreement) are hereby terminated effective as of the date hereof and any and all
rights,  duties and  obligations  arising  thereunder or in connection  with the
Purchase  Agreement,  and the Transaction  Documents are now and hereafter fully
and finally  terminated,  provided,  however,  that (i) the  representations and
warranties  of the  Buyer  and  Company  contained  in  Sections  2 and 3 of the
Purchase Agreement,  (ii) the indemnification  provisions set forth in Section 8
of the Purchase  Agreement,  and (iii) the agreements and covenants set forth in
Section 11 of the Purchase  Agreement  shall survive such  termination and shall
continue in full force and effect (the "Surviving Obligations").

      2. MISCELLANEOUS.

      (a) Governing Law; Jurisdiction;  Jury Trial. All questions concerning the
construction,  validity,  enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of Illinois, without giving effect
to any choice of law or conflict of law  provision or rule (whether of the State
of Illinois or any other  jurisdictions) that would cause the application of the
laws of any  jurisdictions  other than the State of Illinois.  Each party hereby
irrevocably  submits  to the  exclusive  jurisdiction  of the state and  federal
courts  sitting in the City of  Chicago,  for the  adjudication  of any  dispute
hereunder or under the other Transaction  Documents or in connection herewith or
therewith, or with any transaction  contemplated hereby or discussed herein, and
hereby  irrevocably  waives,  and  agrees  not to assert in any suit,  action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any  such  court,  that  such  suit,  action  or  proceeding  is  brought  in an
inconvenient  forum or that the  venue of such  suit,  action or  proceeding  is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve  process in any manner  permitted by law.
EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO
REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY  DISPUTE  HEREUNDER  OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT OF  THIS  AGREEMENT  OR  ANY  TRANSACTION
CONTEMPLATED HEREBY.
<PAGE>

      (b) Counterparts.  This Agreement may be executed in two or more identical
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered  to the other  party;  provided  that a facsimile  signature  shall be
considered  due execution  and shall be binding upon the signatory  thereto with
the same force and effect as if the signature were an original,  not a facsimile
signature.

      (c)  Headings.  The  headings of this  Agreement  are for  convenience  of
reference  and shall not form part of, or affect  the  interpretation  of,  this
Agreement.

      (d)  Severability.  If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or the  validity  or  enforceability  of  any  provision  of  this
Agreement in any other jurisdiction.

      (e)  Notices.  Any  notices,  consents,  waivers  or other  communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party);  or (iii) one Trading Day after deposit with
a  nationally  recognized  overnight  delivery  service,  in each case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

       If to the Company:
                CaminoSoft Corp.
                600 Hampshire Road Suite, 105
                Westlake Village, CA 91361
                Telephone:        805-370-3100
                Facsimile:        805-370-3200
                Attention:        Chief Financial Officer

       If to the Buyer:
                Fusion Capital Fund II, LLC
                222 Merchandise Mart Plaza, Suite 9-112
                Chicago, IL 60654
                Telephone:        312-644-6644
                Facsimile:        312-644-6244
                Attention:        Steven G. Martin

or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  Trading  Days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date, and recipient facsimile number or (C) provided by a nationally  recognized
overnight  delivery service,  shall be rebuttable  evidence of personal service,
receipt by facsimile or receipt from a nationally  recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.

      (f) Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective  successors and assigns.  The
Company shall not assign this Agreement or any rights or  obligations  hereunder
without  the  prior  written  consent  of the  Buyer,  including  by  merger  or
consolidation.  The Buyer may not assign its  rights or  obligations  under this
Agreement.


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<PAGE>

      (g) No Third Party  Beneficiaries.  This  Agreement  is  intended  for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

      (h) Further  Assurances.  Each party shall do and perform,  or cause to be
done and  performed,  all such  further acts and things,  and shall  execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish the purposes of this Agreement.

      (i) No Strict  Construction.  The language  used in this  Agreement is the
language  chosen by the parties to express their mutual intent,  and no rules of
strict construction will be applied against any party.

      (j)  Changes  to the  Terms  of this  Agreement.  This  Agreement  and any
provision  hereof may only be amended by an instrument in writing  signed by the
Company and the Buyer. The term "Agreement" and all reference  thereto,  as used
throughout this instrument,  shall mean this instrument as originally  executed,
or if later amended or supplemented, then as so amended or supplemented.

      (k) Failure or Indulgence Not Waiver.  No failure or delay in the exercise
of any power,  right or privilege  hereunder  shall operate as a waiver thereof,
nor shall any single or partial  exercise of any such power,  right or privilege
preclude  other or  further  exercise  thereof or of any other  right,  power or
privilege.

                                      * * *

IN WITNESS  WHEREOF,  the Buyer and the Company  have  caused  this  Termination
Agreement to be duly executed as of the date first written above.

                                        THE COMPANY:

                                        CAMINOSOFT CORP.

                                        By:_________________________________
                                        Name:
                                        Title:

                                        BUYER:

                                        FUSION CAPITAL FUND II, LLC
                                        BY: FUSION CAPITAL PARTNERS, LLC
                                        BY: SGM HOLDINGS CORP.

                                        By:_________________________________
                                        Name: Steven G. Martin
                                        Title: President


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