EXECUTION COPY

                         COMMON STOCK PURCHASE AGREEMENT

      COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of January 31,
2005, by and between CAMINOSOFT CORP., a California corporation (the "Company"),
and FUSION  CAPITAL  FUND II, LLC, an Illinois  limited  liability  company (the
"Buyer").  Capitalized  terms used herein and not otherwise  defined  herein are
defined in Section 10 hereof.

                                    WHEREAS:

      Subject  to the terms and  conditions  set  forth in this  Agreement,  the
Company  wishes  to sell to the  Buyer,  and the  Buyer  wishes  to buy from the
Company,  up to Six Million Dollars  ($6,000,000) of the Company's common stock,
no par value per share (the  "Common  Stock").  The shares of Common Stock to be
purchased hereunder are referred to herein as the "Purchase Shares."

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

      1. PURCHASE OF COMMON STOCK.

      Subject  to the terms and  conditions  set  forth in  Sections  6, 7 and 9
below,  the Company  hereby  agrees to sell to the Buyer,  and the Buyer  hereby
agrees to purchase from the Company, shares of Common Stock as follows:

      (a)  Commencement  of Purchases of Common Stock.  The purchase and sale of
Common Stock  hereunder  shall  commence  (the  "Commencement")  within five (5)
Trading Days following the date of satisfaction (or waiver) of the conditions to
the  Commencement  set forth in Sections 6 and 7 below (or such later date as is
mutually agreed to by the Company and Buyer) (the date of such Commencement, the
"Commencement Date").

      (b) Buyer's  Purchase  Rights and  Obligations.  Subject to the  Company's
right to suspend  purchases  under  Section  1(d)(ii)  hereof,  the Buyer  shall
purchase  shares of Common Stock on each Trading Day during each Monthly  Period
equal to the Daily  Purchase  Amount  (as  defined in  Section  1(c)(i))  at the
Purchase Price.  Within one (1) Trading Day of receipt of Purchase  Shares,  the
Buyer  shall pay to the  Company an amount  equal to the  Purchase  Amount  with
respect to such Purchase Shares as full payment for the purchase of the Purchase
Shares so  received.  The  Company  shall not issue any  fraction  of a share of
Common Stock upon any purchase.  All shares of Common Stock (including fractions
thereof)  issuable upon a purchase under this Agreement  shall be aggregated for
purposes of  determining  whether the purchase would result in the issuance of a
fraction of a share of Common Stock. If, after the  aforementioned  aggregation,
the  issuance  would  result in the  issuance of a fraction of a share of Common
Stock,  the Company  shall round such  fraction of a share of Common Stock up or
down to the nearest whole share. All payments made under this Agreement shall be
made in lawful money of the United  States of America by check or wire  transfer
of immediately  available  funds to such account as the Company may from time to
time  designate by written  notice in  accordance  with the  provisions  of this
Agreement.  Whenever  any  amount  expressed  to be  due by the  terms  of  this
Agreement is due on any day that is not a Trading Day, the same shall instead be
due on the next succeeding day which is a Trading Day.
<PAGE>

      (c) The Daily Purchase Amount; Company's Right to Decrease or Increase the
Daily Purchase Amount.

            (i) The Daily  Purchase  Amount.  As used herein the term  "Original
      Daily  Purchase  Amount"  shall mean Ten Thousand  Dollars  ($10,000)  per
      Trading Day. As used herein,  the term "Daily Purchase  Amount" shall mean
      initially Ten Thousand Dollars ($10,000) per Trading Day, which amount may
      be increased or decreased from time to time pursuant to this Section 1(c).

            (ii)  Company's  Right to Decrease the Daily  Purchase  Amount.  The
      Company  shall always have the right at any time to decrease the amount of
      the Daily Purchase Amount by delivering  written notice (a "Daily Purchase
      Amount  Decrease  Notice") to the Buyer which notice shall specify the new
      Daily Purchase  Amount.  The decrease in the Daily  Purchase  Amount shall
      become  effective  one Trading Day after receipt by the Buyer of the Daily
      Purchase Amount Decrease  Notice.  Any purchases by the Buyer which have a
      Purchase  Date on or prior to the first (1st) Trading Day after receipt by
      the Buyer of a Daily Purchase  Amount  Decrease  Notice must be honored by
      the  Company as  otherwise  provided  herein.  The  decrease  in the Daily
      Purchase  Amount shall remain in effect until the Company  delivers to the
      Buyer a Daily Purchase Amount Increase Notice (as defined below).

            (iii)  Company's  Right to Increase the Daily Purchase  Amount.  The
      Company  shall have the right (but not the  obligation)  to  increase  the
      amount  of the Daily  Purchase  Amount  in  accordance  with the terms and
      conditions  set forth in this  Section  1(c)(iii)  by  delivering  written
      notice to the Buyer stating the new amount of the Daily Purchase Amount (a
      "Daily Purchase Amount Increase Notice"). A Daily Purchase Amount Increase
      Notice  shall be  effective  five (5)  Trading  Days after  receipt by the
      Buyer. The Company shall always have the right at any time to increase the
      amount of the Daily  Purchase  Amount up to the  Original  Daily  Purchase
      Amount.  With respect to increases in the Daily Purchase  Amount above the
      Original Daily Purchase  Amount,  as the market price for the Common Stock
      increases  the Company  shall have the right from time to time to increase
      the  Daily  Purchase  Amount  as  follows.  For every  $0.10  increase  in
      Threshold  Price above  $0.50  (subject to  equitable  adjustment  for any
      reorganization,  recapitalization, non-cash dividend, stock split or other
      similar  transaction),  the Company  shall have the right to increase  the
      Daily  Purchase  Amount  by up to an  additional  $5,000  in excess of the
      Original  Daily Purchase  Amount.  "Threshold  Price" for purposes  hereof
      means the  lowest  Sale  Price of the  Common  Stock  during  the five (5)
      consecutive  Trading Days immediately prior to the submission to the Buyer
      of  a  Daily  Purchase   Amount  Increase  Notice  (subject  to  equitable
      adjustment for any  reorganization,  recapitalization,  non-cash dividend,
      stock split or other similar  transaction).  For example, if the Threshold
      Price is $0.60,  the Company  shall have the right to  increase  the Daily
      Purchase Amount to up to $15,000 in the aggregate.  If the Threshold Price
      is $1.00,  the Company shall have the right to increase the Daily Purchase
      Amount to up to $35,000 in the  aggregate.  Any  increase in the amount of
      the Daily  Purchase  Amount shall continue in effect until the delivery to
      the Buyer of a Daily Purchase Amount Decrease Notice.  However,  if at any
      time during any  Trading  Day the Sale Price of the Common  Stock is below
      the applicable Threshold Price, such increase in the Daily Purchase Amount
      shall be void and the Buyer's obligations to buy Purchase Shares hereunder
      in  excess  of the  applicable  maximum  Daily  Purchase  Amount  shall be
      terminated. Thereafter, the Company shall again have the right to increase
      the amount of the Daily Purchase Amount as set forth herein by delivery of
      a new Daily Purchase  Amount Increase Notice only if the Sale Price of the
      Common Stock is above the applicable  Threshold  Price on each of five (5)
      consecutive  Trading  Days  immediately  prior to such new Daily  Purchase
      Amount Increase Notice.


                                      -2-
<PAGE>

      (d) Limitations on Purchases.

            (i) Limitation on Beneficial Ownership. The Buyer shall not have the
      right or  obligation  to  purchase  shares  of  Common  Stock  under  this
      Agreement  to the extent that after  giving  effect to such  purchase  the
      Buyer together with its  affiliates  would  beneficially  own in excess of
      9.9%  of  the  outstanding  shares  of the  Common  Stock  following  such
      purchase.  For  purposes  hereof,  the  number of  shares of Common  Stock
      beneficially  owned by the Buyer and its  affiliates  or  acquired  by the
      Buyer and its affiliates,  as the case may be, shall include the number of
      shares of Common Stock  issuable in connection  with a purchase under this
      Agreement with respect to which the determination is being made, but shall
      exclude the number of shares of Common Stock which would be issuable  upon
      (1) a  purchase  of the  remaining  Available  Amount  which  has not been
      submitted for purchase,  and (2) exercise or conversion of the unexercised
      or unconverted  portion of any other securities of the Company (including,
      without limitation, any warrants) subject to a limitation on conversion or
      exercise analogous to the limitation  contained herein  beneficially owned
      by the  Buyer  and  its  affiliates.  For  purposes  of this  Section,  in
      determining the number of outstanding shares of Common Stock the Buyer may
      rely on the number of  outstanding  shares of Common Stock as reflected in
      (1) the Company's  most recent Form 10-Q or Form 10-K, as the case may be,
      (2) a more  recent  public  announcement  by the  Company or (3) any other
      written  communication  by the Company or its Transfer Agent setting forth
      the  number of shares of Common  Stock  outstanding.  Upon the  reasonable
      written or oral request of the Buyer,  the Company shall promptly  confirm
      orally and in  writing  to the Buyer the number of shares of Common  Stock
      then outstanding.  In any case, the number of outstanding shares of Common
      Stock shall be determined  after giving effect to any purchases under this
      Agreement  by the  Buyer  since  the  date  as of  which  such  number  of
      outstanding  shares of Common Stock was reported.  Except as otherwise set
      forth herein, for purposes of this Section 1(d)(i),  beneficial  ownership
      shall be  determined in  accordance  with Section 13(d) of the  Securities
      Exchange Act of 1934, as amended.

            (ii) Company's Right to Suspend  Purchases.  The Company may, at any
      time,  give written notice (a "Purchase  Suspension  Notice") to the Buyer
      suspending purchases of Purchase Shares by the Buyer under this Agreement.
      The Purchase  Suspension Notice shall be effective only for purchases that
      have a Purchase  Date later than one (1) Trading Day after  receipt of the
      Purchase  Suspension  Notice by the Buyer.  Any purchase by the Buyer that
      has a  Purchase  Date on or prior to the  first  (1st)  Trading  Day after
      receipt by the Buyer of a Purchase Suspension Notice from the Company must
      be honored by the Company as  otherwise  provided  herein.  Such  purchase
      suspension  shall  continue in effect until a revocation in writing by the
      Company,  at its sole discretion.  So long as a Purchase Suspension Notice
      is in effect,  the Buyer shall not be  obligated  to purchase any Purchase
      Shares from the Company under Section 1 of this Agreement.

            (iii) Purchase  Price Floor.  The Company shall not affect any sales
      under  this  Agreement  and the  Buyer  shall  not have the  right nor the
      obligation  to purchase  any Purchase  Shares under this  Agreement on any
      Trading Day where the Purchase Price for any purchases of Purchase  Shares
      would be less than the Floor Price.

      (e) Records of  Purchases.  The Buyer and the Company  shall each maintain
records  showing the remaining  Available  Amount at any give time and the dates
and  Purchase  Amounts  for each  purchase  or  shall  use  such  other  method,
reasonably satisfactory to the Buyer and the Company.

      (f) Taxes.  The Company shall pay any and all  transfer,  stamp or similar
taxes that may be payable  with  respect to the  issuance  and  delivery  of any
shares of Common Stock to the Buyer made under this Agreement.


                                      -3-
<PAGE>

      2. BUYER'S REPRESENTATIONS AND WARRANTIES.

      The Buyer  represents  and  warrants  to the  Company  that as of the date
hereof and as of the Commencement Date:

      (a)  Investment  Purpose.  The Buyer is entering  into this  Agreement and
acquiring  the  Commitment  Shares,  (as defined in Section 4(f)  hereof)  (this
Agreement and the Commitment  Shares are collectively  referred to herein as the
"Securities"),  for its own  account  for  investment  only  and not with a view
towards,  or for resale in  connection  with,  the public  sale or  distribution
thereof;  provided however, by making the representations herein, the Buyer does
not agree to hold any of the Securities for any minimum or other specific term.

      (b) Accredited  Investor Status. The Buyer is an "accredited  investor" as
that term is defined in Rule 501(a)(3) of Regulation D.

      (c) Reliance on Exemptions.  The Buyer understands that the Securities are
being  offered  and  sold to it in  reliance  on  specific  exemptions  from the
registration requirements of United States federal and state securities laws and
that the  Company  is relying  in part upon the truth and  accuracy  of, and the
Buyer's   compliance   with,  the   representations,   warranties,   agreements,
acknowledgments  and  understandings  of the Buyer set forth  herein in order to
determine the  availability  of such exemptions and the eligibility of the Buyer
to acquire the Securities.

      (d) Information.  The Buyer has been furnished with all materials relating
to the business,  finances and operations of the Company and materials  relating
to the offer and sale of the Securities that have been  reasonably  requested by
the Buyer,  including,  without  limitation,  the SEC  Documents  (as defined in
Section  3(f)  hereof).  The  Buyer  understands  that  its  investment  in  the
Securities  involves  a high  degree of risk.  The Buyer (i) is able to bear the
economic risk of an investment in the  Securities  including a total loss,  (ii)
has such knowledge and  experience in financial and business  matters that it is
capable of  evaluating  the merits and risks of the proposed  investment  in the
Securities  and (iii) has had an  opportunity  to ask  questions  of and receive
answers from the officers of the Company concerning the financial  condition and
business of the  Company  and others  matters  related to an  investment  in the
Securities.  Neither such  inquiries nor any other due diligence  investigations
conducted by the Buyer or its representatives  shall modify, amend or affect the
Buyer's right to rely on the Company's  representations and warranties contained
in Section 3 below. The Buyer has sought such  accounting,  legal and tax advice
as it has  considered  necessary to make an informed  investment  decision  with
respect to its acquisition of the Securities.

      (e) No Governmental  Review.  The Buyer  understands that no United States
federal  or state  agency or any other  government  or  governmental  agency has
passed on or made any  recommendation  or  endorsement  of the Securities or the
fairness  or  suitability  of the  investment  in the  Securities  nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Securities.

      (f) Transfer or Resale.  The Buyer  understands that except as provided in
the Registration  Rights Agreement (as defined in Section 4(a) hereof):  (i) the
Securities have not been and are not being  registered under the 1933 Act or any
state  securities  laws,  and may not be offered  for sale,  sold,  assigned  or
transferred  unless (A) subsequently  registered  thereunder or (B) an exemption
exists  permitting such Securities to be sold,  assigned or transferred  without
such registration;  (ii) any sale of the Securities made in reliance on Rule 144
may be made only in accordance  with the terms of Rule 144 and further,  if Rule
144 is not applicable, any resale of the Securities under circumstances in which
the seller (or the person  through whom the sale is made) may be deemed to be an
underwriter  (as that term is  defined in the 1933 Act) may  require  compliance
with some other exemption under the 1933 Act or the rules and regulations of the
SEC thereunder;  and (iii) neither the Company nor any other person is under any
obligation to register the Securities under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder.


                                      -4-
<PAGE>

      (g)  Validity;  Enforcement.  This  Agreement  has been  duly and  validly
authorized,  executed  and  delivered  on behalf of the Buyer and is a valid and
binding agreement of the Buyer enforceable  against the Buyer in accordance with
its terms,  subject as to enforceability to general  principles of equity and to
applicable bankruptcy, insolvency,  reorganization,  moratorium, liquidation and
other  similar laws  relating to, or affecting  generally,  the  enforcement  of
applicable creditors' rights and remedies.

      (h) Residency. The Buyer is a resident of the State of Illinois.

      (i) No Prior  Short  Selling.  The Buyer  represents  and  warrants to the
Company  that at no time  prior  to the  date of this  Agreement  has any of the
Buyer, its agents,  representatives or affiliates engaged in or effected, in any
manner whatsoever, directly or indirectly, any (i) "short sale" (as such term is
defined  in Rule  3b-3 of the 1934  Act) of the  Common  Stock  or (ii)  hedging
transaction,  which  establishes a net short position with respect to the Common
Stock.

      3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      The Company  represents and warrants to the Buyer that as of September 16,
2004 and as of the Commencement Date:

      (a) Organization  and  Qualification.  The Company and its  "Subsidiaries"
(which for  purposes of this  Agreement  means any entity in which the  Company,
directly or indirectly, owns 50% or more of the voting stock or capital stock or
other similar  equity  interests)  are  corporations  duly organized and validly
existing in good standing under the laws of the  jurisdiction  in which they are
incorporated,  and have the requisite corporate power and authority to own their
properties  and to carry on their business as now being  conducted.  Each of the
Company and its  Subsidiaries  is duly qualified as a foreign  corporation to do
business and is in good standing in every jurisdiction in which its ownership of
property or the nature of the business  conducted by it makes such qualification
necessary,  except to the extent  that the failure to be so  qualified  or be in
good  standing  could not  reasonably  be  expected  to have a Material  Adverse
Effect. As used in this Agreement,  "Material Adverse Effect" means any material
adverse  effect on any of: (i) the  business,  properties,  assets,  operations,
results  of   operations   or  financial   condition  of  the  Company  and  its
Subsidiaries,  if any, taken as a whole, or (ii) the authority or ability of the
Company to perform its obligations  under the Transaction  Documents (as defined
in Section 3(b) hereof).  The Company has no Subsidiaries except as set forth on
Schedule 3(a).


                                       -5-
<PAGE>

      (b)  Authorization;   Enforcement;  Validity.  (i)  The  Company  has  the
requisite   corporate  power  and  authority  to  enter  into  and  perform  its
obligations under this Agreement,  the Registration Rights Agreement and each of
the other agreements  entered into by the parties on the  Commencement  Date and
attached hereto as exhibits to this Agreement  (collectively,  the  "Transaction
Documents"), and to issue the Securities in accordance with the terms hereof and
thereof,  (ii) the  execution and delivery of the  Transaction  Documents by the
Company and the consummation by it of the transactions  contemplated  hereby and
thereby, including without limitation, the issuance of the Commitment Shares and
the  reservation  for issuance and the issuance of the Purchase  Shares issuable
under  this  Agreement,  have been duly  authorized  by the  Company's  Board of
Directors and no further  consent or  authorization  is required by the Company,
its Board of Directors or its  shareholders,  (iii) this Agreement has been, and
each other Transaction Document shall be on the Commencement Date, duly executed
and delivered by the Company and (iv) this Agreement constitutes, and each other
Transaction  Document  upon  its  execution  on  behalf  of the  Company,  shall
constitute, the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited by general  principles of equity or applicable  bankruptcy,  insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally,  the  enforcement of creditors'  rights and remedies.  The
Board of Directors of the Company has approved  the  resolutions  (the  "Signing
Resolutions")  substantially  in the form as set forth as Exhibit  C-1  attached
hereto to authorize this Agreement and the transactions contemplated hereby. The
Signing  Resolutions  are  valid,  in full  forth and  effect  and have not been
modified or  supplemented in any respect other than by the resolutions set forth
in Exhibit C-2 attached hereto regarding the registration  statement referred to
in Section 4 hereof.  The Company has  delivered to the Buyer a true and correct
copy of a unanimous written consent adopting the Signing Resolutions executed by
all of the members of the Board of Directors of the Company.  No other approvals
or consents of the Company's Board of Directors and/or shareholders is necessary
under  applicable  laws and the Company's  Certificate of  Incorporation  and/or
Bylaws to authorize the  execution and delivery of this  Agreement or any of the
transactions contemplated hereby, including, but not limited to, the issuance of
the Commitment Shares and the issuance of the Purchase Shares.

      (c) Capitalization. As of the date hereof, the authorized capital stock of
the Company  consists of 100,000,000  shares of Common Stock, of which as of the
date  hereof,  13,462,750  shares are issued and  outstanding,  none are held as
treasury  shares,  6,000,000  shares are reserved  for issuance  pursuant to the
Company's stock option plans of which only  approximately  943,000 shares remain
available for future  grants and 4,135,243  shares are issuable and reserved for
issuance pursuant to securities (other than stock options issued pursuant to the
Company's stock option plans)  exercisable or  exchangeable  for, or convertible
into, shares of Common Stock. All of such outstanding  shares have been, or upon
issuance will be, validly issued and are fully paid and nonassessable. Except as
disclosed in Schedule  3(c),  (i) no shares of the  Company's  capital stock are
subject  to  preemptive  rights  or any  other  similar  rights  or any liens or
encumbrances suffered or permitted by the Company, (ii) there are no outstanding
debt securities, (iii) there are no outstanding options, warrants, scrip, rights
to subscribe to, calls or commitments of any character  whatsoever  relating to,
or securities  or rights  convertible  into,  any shares of capital stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or
arrangements  by which the Company or any of its  Subsidiaries  is or may become
bound to issue  additional  shares of capital stock of the Company or any of its
Subsidiaries  or options,  warrants,  scrip,  rights to  subscribe  to, calls or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible  into,  any  shares of  capital  stock of the  Company or any of its
Subsidiaries,  (iv) there are no  agreements  or  arrangements  under  which the
Company or any of its  Subsidiaries  is obligated to register the sale of any of
their securities under the 1933 Act (except the Registration  Rights Agreement),
(v) there are no outstanding  securities or instruments of the Company or any of
its Subsidiaries which contain any redemption or similar  provisions,  and there
are no  contracts,  commitments,  understandings  or  arrangements  by which the
Company or any of its  Subsidiaries  is or may become bound to redeem a security
of the  Company  or any of its  Subsidiaries,  (vi) there are no  securities  or
instruments  containing   anti-dilution  or  similar  provisions  that  will  be
triggered by the issuance of the  Securities as described in this  Agreement and
(vii) the Company does not have any stock appreciation rights or "phantom stock"
plans or agreements or any similar plan or agreement.  The Company has furnished
to  the  Buyer  true  and  correct  copies  of  the  Company's   Certificate  of
Incorporation,  as amended and as in effect on the date hereof (the "Certificate
of  Incorporation"),  and the Company's By-laws,  as amended and as in effect on
the date hereof (the  "By-laws"),  and summaries of the terms of all  securities
convertible  into or  exercisable  for Common  Stock,  if any, and copies of any
documents  containing  the  material  rights of the  holders  thereof in respect
thereto.


                                      -6-
<PAGE>

      (d)  Issuance  of  Securities.   The  Commitment  Shares  have  been  duly
authorized  and,  upon  issuance  in  accordance  with  the  terms  hereof,  the
Commitment Shares shall be (i) validly issued, fully paid and non-assessable and
(ii) free from all taxes,  liens and charges with respect to the issue  thereof.
6,000,000  shares of Common  Stock have been duly  authorized  and  reserved for
issuance  upon purchase  under this  Agreement.  340,136  shares of Common Stock
(subject  to  equitable  adjustment  for any  reorganization,  recapitalization,
non-cash  dividend,  stock split or other  similar  transaction)  have been duly
authorized  and  reserved  for  issuance  as  Additional  Commitment  Shares  in
accordance with Section 4(f) this Agreement.  Upon issuance and payment therefor
in  accordance  with the terms and  conditions of this  Agreement,  the Purchase
Shares shall be validly issued,  fully paid and  nonassessable and free from all
taxes,  liens and charges  with respect to the issue  thereof,  with the holders
being entitled to all rights accorded to a holder of Common Stock.

      (e) No Conflicts.  Except as disclosed in Schedule  3(e),  the  execution,
delivery and  performance  of the  Transaction  Documents by the Company and the
consummation by the Company of the transactions  contemplated hereby and thereby
(including, without limitation, the reservation for issuance and issuance of the
Purchase  Shares)  will not (i)  result in a  violation  of the  Certificate  of
Incorporation,  any Certificate of  Designations,  Preferences and Rights of any
outstanding  series of  preferred  stock of the  Company or the  By-laws or (ii)
conflict  with,  or constitute a default (or an event which with notice or lapse
of time or both would become a default)  under,  or give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture or  instrument  to which the Company or any of its  Subsidiaries  is a
party, or result in a violation of any law, rule, regulation, order, judgment or
decree  (including  federal and state  securities  laws and  regulations and the
rules and regulations of the Principal  Market  applicable to the Company or any
of its  Subsidiaries) or by which any property or asset of the Company or any of
its Subsidiaries is bound or affected, except in the case of conflicts, defaults
and  violations  under clause (ii),  which could not  reasonably  be expected to
result in a Material  Adverse  Effect.  Except as  disclosed  in Schedule  3(e),
neither the Company nor its  Subsidiaries  is in  violation of any term of or in
default under its Certificate of Incorporation,  any Certificate of Designation,
Preferences  and  Rights of any  outstanding  series of  preferred  stock of the
Company or By-laws or their  organizational  charter or  by-laws,  respectively.
Except as  disclosed  in  Schedule  3(e),  neither  the  Company  nor any of its
Subsidiaries  is in violation of any term of or is in default under any material
contract, agreement, mortgage,  indebtedness,  indenture,  instrument, judgment,
decree or order or any statute,  rule or regulation applicable to the Company or
its  Subsidiaries,  except for possible  conflicts,  defaults,  terminations  or
amendments  which could not  reasonably  be expected to have a Material  Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted,
and shall not be conducted,  in violation of any law,  ordinance,  regulation of
any governmental entity, except for possible violations, the sanctions for which
either individually or in the aggregate could not reasonably be expected to have
a Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required  under the 1933 Act or applicable  state  securities  laws,  the
Company is not  required to obtain any  consent,  authorization  or order of, or
make any filing or registration  with, any court or  governmental  agency or any
regulatory  or  self-regulatory  agency in order for it to  execute,  deliver or
perform  any  of its  obligations  under  or  contemplated  by  the  Transaction
Documents in accordance with the terms hereof or thereof. Except as disclosed in
Schedule 3(e), all consents,  authorizations,  orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence shall
be obtained or effected on or prior to the Commencement  Date.  Except as listed
in Schedule  3(e),  since  January 1, 2003,  the Company  has not  received  nor
delivered any notices or  correspondence  from or to the Principal  Market.  The
Principal  Market  has not  commenced  any  delisting  proceedings  against  the
Company.


                                      -7-
<PAGE>

      (f) SEC Documents;  Financial Statements.  Except as disclosed in Schedule
3(f),  since  January  1,  2003,  the  Company  has  timely  filed all  reports,
schedules, forms, statements and other documents required to be filed by it with
the SEC pursuant to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") (all of the foregoing  filed prior to the date
hereof and all exhibits included therein and financial  statements and schedules
thereto and  documents  incorporated  by  reference  therein  being  hereinafter
referred to as the "SEC  Documents").  As of their  respective  dates (except as
they have been correctly  amended),  the SEC Documents  complied in all material
respects with the  requirements of the 1934 Act and the rules and regulations of
the SEC promulgated thereunder applicable to the SEC Documents,  and none of the
SEC Documents, at the time they were filed with the SEC (except as they may have
been properly  amended),  contained  any untrue  statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not  misleading.  As of their  respective  dates (except as they
have been properly amended), the financial statements of the Company included in
the SEC Documents  complied as to form in all material  respects with applicable
accounting  requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally  accepted  accounting  principles,  consistently  applied,  during the
periods  involved  (except (i) as may be otherwise  indicated in such  financial
statements  or the  notes  thereto  or (ii) in the  case  of  unaudited  interim
statements,  to the extent they may exclude  footnotes  or may be  condensed  or
summary  statements)  and fairly present in all material  respects the financial
position  of  the  Company  as of the  dates  thereof  and  the  results  of its
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited statements, to normal year-end audit adjustments). Except as listed in
Schedule  3(f), the Company has received no notices or  correspondence  from the
SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings
against the Company or any of its subsidiaries.

      (g) Absence of Certain  Changes.  Except as  disclosed  in Schedule  3(g),
since March 31, 2003, there has been no material adverse change in the business,
properties,  operations,  financial  condition or results of  operations  of the
Company or its  Subsidiaries.  The Company has not taken any steps, and does not
currently  expect  to  take  any  steps,  to  seek  protection  pursuant  to any
Bankruptcy  Law  nor  does  the  Company  or any of its  Subsidiaries  have  any
knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy or insolvency proceedings.  The Company is financially solvent and is
generally able to pay its debts as they become due.

      (h) Absence of Litigation.  There is no action, suit, proceeding,  inquiry
or  investigation  before or by any  court,  public  board,  government  agency,
self-regulatory organization or body pending or, to the knowledge of the Company
or any of its  Subsidiaries,  threatened  against or affecting the Company,  the
Common Stock or any of the Company's Subsidiaries or any of the Company's or the
Company's Subsidiaries' officers or directors in their capacities as such, which
could reasonably be expected to have a Material Adverse Effect. A description of
each action, suit, proceeding,  inquiry or investigation before or by any court,
public board, government agency,  self-regulatory organization or body which, as
of the date of this  Agreement,  is pending or threatened in writing  against or
affecting the Company, the Common Stock or any of the Company's  Subsidiaries or
any of the  Company's or the  Company's  Subsidiaries'  officers or directors in
their capacities as such, is set forth in Schedule 3(h).

      (i) Acknowledgment  Regarding Buyer's Status. The Company acknowledges and
agrees that the Buyer is acting solely in the capacity of arm's length purchaser
with respect to the  Transaction  Documents  and the  transactions  contemplated
hereby and  thereby.  The  Company  further  acknowledges  that the Buyer is not
acting as a  financial  advisor or  fiduciary  of the Company (or in any similar
capacity)  with  respect  to the  Transaction  Documents  and  the  transactions
contemplated  hereby and thereby and any advice given by the Buyer or any of its
representatives  or agents in connection with the Transaction  Documents and the
transactions contemplated hereby and thereby is merely incidental to the Buyer's
purchase of the Securities. The Company further represents to the Buyer that the
Company's decision to enter into the Transaction Documents has been based solely
on the  independent  evaluation  by the  Company  and  its  representatives  and
advisors.


                                      -8-
<PAGE>

      (j)  No  General  Solicitation.  Neither  the  Company,  nor  any  of  its
affiliates,  nor any person  acting on its or their  behalf,  has engaged in any
form of general  solicitation  or general  advertising  (within  the  meaning of
Regulation  D under  the 1933 Act) in  connection  with the offer or sale of the
Securities.

      (k) Intellectual  Property Rights. The Company and its Subsidiaries own or
possess adequate rights or licenses to use all material trademarks, trade names,
service  marks,  service mark  registrations,  service  names,  patents,  patent
rights,    copyrights,    inventions,    licenses,    approvals,    governmental
authorizations,  trade secrets and rights  necessary to conduct their respective
businesses as now conducted.  Except as set forth on Schedule 3(k),  none of the
Company's  material  trademarks,   trade  names,  service  marks,  service  mark
registrations,  service names, patents, patent rights,  copyrights,  inventions,
licenses,   approvals,   government  authorizations,   trade  secrets  or  other
intellectual  property  rights have expired or terminated,  or, by the terms and
conditions thereof,  could expire or terminate within two years from the date of
this  Agreement.  The Company and its  Subsidiaries do not have any knowledge of
any infringement by the Company or its  Subsidiaries of any material  trademark,
trade name rights, patents,  patent rights,  copyrights,  inventions,  licenses,
service names, service marks, service mark registrations,  trade secret or other
similar  rights of others,  or of any such  development  of similar or identical
trade  secrets or technical  information  by others and,  except as set forth on
Schedule  3(k),  there is no claim,  action or proceeding  being made or brought
against, or to the Company's knowledge, being threatened against, the Company or
its  Subsidiaries  regarding  trademark,  trade name,  patents,  patent  rights,
invention,  copyright,  license,  service  names,  service  marks,  service mark
registrations,  trade secret or other  infringement,  which could  reasonably be
expected to have a Material Adverse Effect.

      (l)  Environmental  Laws.  The  Company  and its  Subsidiaries  (i) are in
compliance with any and all applicable  foreign,  federal,  state and local laws
and  regulations  relating to the  protection  of human  health and safety,  the
environment  or  hazardous  or  toxic   substances  or  wastes,   pollutants  or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
other approvals required of them under applicable  Environmental Laws to conduct
their  respective  businesses  and  (iii) are in  compliance  with all terms and
conditions of any such permit, license or approval, except where, in each of the
three  foregoing  clauses,  the  failure to so comply  could not  reasonably  be
expected to have, individually or in the aggregate, a Material Adverse Effect.

      (m) Title. The Company and its Subsidiaries have good and marketable title
in fee simple to all real property and good and marketable title to all personal
property  owned by them which is material to the business of the Company and its
Subsidiaries, in each case free and clear of all liens, encumbrances and defects
except  such as are  described  in  Schedule  3(m) or such as do not  materially
affect the value of such  property  and do not  interfere  with the use made and
proposed to be made of such property by the Company and any of its Subsidiaries.
Any real property and facilities  held under lease by the Company and any of its
Subsidiaries  are held by them under valid,  subsisting and  enforceable  leases
with such  exceptions as are not material and do not interfere with the use made
and proposed to be made of such  property  and  buildings by the Company and its
Subsidiaries.

      (n)  Insurance.  The Company and each of its  Subsidiaries  are insured by
insurers of recognized  financial  responsibility  against such losses and risks
and in such  amounts as  management  of the  Company  believes to be prudent and
customary  in the  businesses  in which the  Company  and its  Subsidiaries  are
engaged.  Neither  the  Company  nor any such  Subsidiary  has been  refused any
insurance  coverage  sought or applied  for and neither the Company nor any such
Subsidiary  has any  reason  to  believe  that it will not be able to renew  its
existing  insurance  coverage  as and when such  coverage  expires  or to obtain
similar  coverage  from  similar  insurers as may be  necessary  to continue its
business at a cost that would not materially and adversely affect the condition,
financial or otherwise,  or the earnings,  business or operations of the Company
and its Subsidiaries, taken as a whole.


                                      -9-
<PAGE>

      (o)  Regulatory  Permits.  The  Company and its  Subsidiaries  possess all
material  certificates,  authorizations  and permits  issued by the  appropriate
federal,  state or foreign  regulatory  authorities  necessary to conduct  their
respective  businesses,  and neither the  Company  nor any such  Subsidiary  has
received any notice of proceedings relating to the revocation or modification of
any such certificate, authorization or permit.

      (p) Tax Status. The Company and each of its Subsidiaries has made or filed
all federal and state income and all other  material  tax  returns,  reports and
declarations  required by any  jurisdiction  to which it is subject  (unless and
only to the extent that the Company and each of its  Subsidiaries  has set aside
on its books  provisions  reasonably  adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental  assessments and
charges  that are  material  in amount,  shown or  determined  to be due on such
returns,  reports and  declarations,  except those being contested in good faith
and has set aside on its books provision  reasonably adequate for the payment of
all taxes for periods  subsequent to the periods to which such returns,  reports
or declarations  apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any  jurisdiction,  and the officers of the
Company know of no basis for any such claim.

      (q) Transactions With Affiliates. Except as set forth on Schedule 3(q) and
other than the grant or exercise of stock  options  disclosed on Schedule  3(c),
none of the  officers,  directors,  or  employees  of the Company is presently a
party to any transaction with the Company or any of its Subsidiaries (other than
for services as  employees,  officers and  directors),  including  any contract,
agreement or other  arrangement  providing for the  furnishing of services to or
by,  providing for rental of real or personal  property to or from, or otherwise
requiring payments to or from any officer,  director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which any  officer,  director,  or any such  employee  has an  interest or is an
officer, director, trustee or partner.

      (r)  Application  of  Takeover  Protections.  The Company and its board of
directors have taken or will take prior to the  Commencement  Date all necessary
action, if any, in order to render  inapplicable any control share  acquisition,
business  combination,  poison pill (including any  distribution  under a rights
agreement) or other similar  anti-takeover  provision  under the  Certificate of
Incorporation  or the laws of the state of its  incorporation  which is or could
become  applicable to the Buyer as a result of the transactions  contemplated by
this Agreement,  including,  without  limitation,  the Company's issuance of the
Securities and the Buyer's ownership of the Securities.

      (s)  Foreign  Corrupt  Practices.  Neither  the  Company,  nor  any of its
Subsidiaries,  nor any director, officer, agent, employee or other person acting
on behalf of the  Company or any of its  Subsidiaries  has, in the course of its
actions  for, or on behalf of, the  Company,  used any  corporate  funds for any
unlawful contribution,  gift,  entertainment or other unlawful expenses relating
to  political  activity;  made any direct or  indirect  unlawful  payment to any
foreign or  domestic  government  official  or employee  from  corporate  funds;
violated  or is in  violation  of any  provision  of the  U.S.  Foreign  Corrupt
Practices Act of 1977, as amended; or made any unlawful bribe,  rebate,  payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.


                                      -10-
<PAGE>

      4. COVENANTS.

      (a) Filing of Registration Statement. The Company shall within thirty (30)
Trading Days from the date hereof file a new registration statement covering the
sale  of the  Commitment  Shares  and at  least  3,000,000  Purchase  Shares  in
accordance  with the terms of the  Registration  Rights  Agreement  between  the
Company  and the  Buyer,  dated  as of the  date  hereof  ("Registration  Rights
Agreement.").

      (b) Blue Sky. The Company shall take such action, if any, as is reasonably
necessary in order to obtain an exemption for or to qualify (i) the initial sale
of the  Commitment  Shares  and any  Purchase  Shares  to the Buyer  under  this
Agreement  and (ii) any  subsequent  resale  of the  Commitment  Shares  and any
Purchase Shares by the Buyer, in each case, under applicable securities or "Blue
Sky" laws of the states of the  United  States in such  states as is  reasonably
requested by the Buyer from time to time, and shall provide evidence of any such
action so taken to the Buyer.

      (c) No Variable Priced  Financing.  Other than pursuant to this Agreement,
the Company  agrees that  beginning on the date of this  Agreement and ending on
the date of termination of this Agreement (as provided in Section 11(k) hereof),
neither the Company nor any of its Subsidiaries shall, without the prior written
consent of the Buyer,  contract  for any equity  financing  (including  any debt
financing  with an equity  component)  or issue  any  equity  securities  of the
Company or any Subsidiary or securities  convertible or exchangeable into or for
equity  securities of the Company or any Subsidiary  (including  debt securities
with an  equity  component)  which,  in any  case  (i) are  convertible  into or
exchangeable  for an  indeterminate  number of shares of common stock,  (ii) are
convertible  into or exchangeable  for Common Stock at a price which varies with
the market price of the Common Stock,  (iii) directly or indirectly  provide for
any "re-set" or adjustment of the purchase  price,  conversion  rate or exercise
price  after the  issuance of the  security,  or (iv)  contain any  "make-whole"
provision  based upon,  directly or  indirectly,  the market price of the Common
Stock after the issuance of the security,  in each case,  other than  reasonable
and customary  anti-dilution  adjustments for issuance of shares of Common Stock
at a price which is below the market price of the Common Stock.

      (d) Listing.  The Company shall promptly  secure the listing of all of the
Purchase Shares and Commitment Shares upon each national securities exchange and
automated  quotation  system, if any, upon which shares of Common Stock are then
listed (subject to official  notice of issuance) and shall maintain,  so long as
any other  shares of Common  Stock shall be so listed,  such listing of all such
securities  from  time to time  issuable  under  the  terms  of the  Transaction
Documents.  The Company  shall  maintain the Common  Stock's  authorization  for
quotation  on  the  Principal  Market.  Neither  the  Company  nor  any  of  its
Subsidiaries  shall take any action that would be reasonably  expected to result
in the delisting or suspension of the Common Stock on the Principal Market.  The
Company shall  promptly,  and in no event later than the following  Trading Day,
provide to the Buyer copies of any notices it receives from the Principal Market
regarding  the  continued  eligibility  of the Common  Stock for listing on such
automated  quotation  system or securities  exchange.  The Company shall pay all
fees and expenses in  connection  with  satisfying  its  obligations  under this
Section.

      (e) Limitation on Short Sales and Hedging  Transactions.  The Buyer agrees
that  beginning  on the  date  of  this  Agreement  and  ending  on the  date of
termination of this  Agreement as provided in Section  11(k),  the Buyer and its
agents,  representatives and affiliates shall not in any manner whatsoever enter
into or effect,  directly or  indirectly,  any (i) "short sale" (as such term is
defined  in Rule  3b-3 of the 1934  Act) of the  Common  Stock  or (ii)  hedging
transaction,  which  establishes a net short position with respect to the Common
Stock.


                                      -11-
<PAGE>

      (f)  Commitment  Shares;  Limitation  on Sales of Commitment  Shares.  The
Company has issued to the Buyer  340,136  shares of Common  Stock (the  "Initial
Commitment  Shares").  In  connection  with each  purchase  of  Purchase  Shares
hereunder, the Company agrees to issue to the Buyer a number of shares of Common
Stock  (the  "Additional  Commitment  Shares"  and  together  with  the  Initial
Commitment Shares, the "Commitment  Shares") equal to the product of (x) 340,136
and (y) the Purchase Amount Fraction.  The "Purchase Amount Fraction" shall mean
a fraction, the numerator of which is the Purchase Amount purchased by the Buyer
with respect to such purchase of Purchase Shares and the denominator of which is
Six Million  Dollars  ($6,000,000).  The Additional  Commitment  Shares shall be
equitably adjusted for any reorganization,  recapitalization, non-cash dividend,
stock split or other similar transaction. The Initial Commitment Shares shall be
issued in  certificated  form and  (subject to Section 5 hereof)  shall bear the
following restrictive legend:

      "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  OR  APPLICABLE  STATE
      SECURITIES  LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
      NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
      AN  EFFECTIVE   REGISTRATION   STATEMENT  FOR  THE  SECURITIES  UNDER  THE
      SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE SECURITIES LAWS,
      OR AN OPINION OF BUYER'S COUNSEL,  IN A CUSTOMARY FORM, THAT  REGISTRATION
      IS NOT REQUIRED  UNDER SAID ACT OR  APPLICABLE  STATE  SECURITIES  LAWS OR
      UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."

      The Buyer agrees that the Buyer shall not transfer or sell the  Commitment
Shares until the earlier of 600 Trading Days (30 Monthly  Periods) from the date
hereof  or the date on which  this  Agreement  has  been  terminated,  provided,
however,  that such  restrictions  shall not apply:  (i) in connection  with any
transfers  to or  among  affiliates  (as  defined  in the  1934  Act),  (ii)  in
connection  with any  pledge  in  connection  with a bona  fide  loan or  margin
account,  (iii) in the event that the  Commencement  does not occur on or before
April 15, 2005 due to the failure of the Company to satisfy the  conditions  set
forth in Section 7 or (iv) if an Event of  Default  has  occurred,  or any event
which,  after  notice  and/or  lapse of time,  would become an Event of Default,
including any failure by the Company to timely issue Purchase  Shares under this
Agreement.  Notwithstanding  the  forgoing,  the Buyer may  transfer  Commitment
Shares to a third  party in order to  settle a sale made by the Buyer  where the
Buyer  reasonably  expects the Company to deliver  Purchase  Shares to the Buyer
under  this  Agreement  so long as the  Buyer  maintains  ownership  of the same
overall number of shares of Common Stock by "replacing" the Commitment Shares so
transferred with Purchase Shares when the Purchase Shares are actually issued by
the Company to the Buyer.

      (g) Due  Diligence.  The Buyer shall have the right,  from time to time as
the Buyer may reasonably deem appropriate,  to perform  reasonable due diligence
on the Company during normal  business  hours.  The Company and its officers and
employees shall provide  information and reasonably  cooperate with the Buyer in
connection  with any reasonable  request by the Buyer related to the Buyer's due
diligence of the Company,  including,  but not limited to, any such request made
by the Buyer in  connection  with (i) the filing of the  registration  statement
described  in Section 4(a) hereof and (ii) the  Commencement.  Each party hereto
agrees not to disclose any  Confidential  Information  of the other party to any
third party and shall not use the Confidential Information for any purpose other
than in connection  with, or in furtherance  of, the  transactions  contemplated
hereby. Each party hereto  acknowledges that the Confidential  Information shall
remain the  property of the  disclosing  party and agrees that it shall take all
reasonable  measures  to protect  the  secrecy of any  Confidential  Information
disclosed by the other party.


                                      -12-
<PAGE>

      5. TRANSFER AGENT INSTRUCTIONS.

      Immediately  upon the  execution  of this  Agreement,  the  Company  shall
deliver  to the  Transfer  Agent a letter in the form as set forth as  Exhibit E
attached hereto with respect to the issuance of the Initial  Commitment  Shares.
On the Commencement  Date, the Company shall cause any restrictive legend on the
Initial  Commitment  Shares to be  removed  and all of the  Purchase  Shares and
Additional  Commitment Shares, to be issued under this Agreement shall be issued
without any restrictive legend. The Company shall issue irrevocable instructions
to the Transfer  Agent,  and any subsequent  transfer  agent,  to issue Purchase
Shares  in the name of the  Buyer  for the  Purchase  Shares  (the  "Irrevocable
Transfer  Agent  Instructions").  The  Company  warrants  to the  Buyer  that no
instruction other than the Irrevocable  Transfer Agent Instructions  referred to
in this  Section  5, will be given by the  Company  to the  Transfer  Agent with
respect to the Purchase  Shares and that the Commitment  Shares,  Signing Shares
and the Purchase Shares shall otherwise be freely  transferable on the books and
records of the Company as and to the extent  provided in this  Agreement and the
Registration  Rights Agreement  subject to the provisions of Section 4(f) in the
case of the Commitment Shares.

      6.  CONDITIONS TO THE COMPANY'S  OBLIGATION TO COMMENCE SALES OF SHARES OF
          COMMON STOCK.

      The obligation of the Company  hereunder to commence sales of the Purchase
Shares is subject to the satisfaction of each of the following  conditions on or
before  the  Commencement  Date  (the  date  that  sales  begin)  and once  such
conditions  have  been  initially  satisfied,  there  shall  not be any  ongoing
obligation  to satisfy such  conditions  after the  Commencement  has  occurred;
provided that these  conditions  are for the  Company's  sole benefit and may be
waived by the Company at any time in its sole  discretion by providing the Buyer
with prior written notice thereof:

      (a) The Buyer shall have  executed each of the  Transaction  Documents and
delivered the same to the Company.

      (b) Subject to the Company's  compliance with Section 4(a), a registration
statement  covering  the  sale  of all of the  Commitment  Shares  and at  least
3,000,000  Purchase Shares shall have been declared effective under the 1933 Act
by the SEC and no stop order with respect to the Registration Statement shall be
pending or threatened by the SEC.

      (c) The  representations  and  warranties  of the Buyer  shall be true and
correct  in  all  material  respects  as of the  date  when  made  and as of the
Commencement  Date as though made at that time (except for  representations  and
warranties  that  speak  as of a  specific  date),  and  the  Buyer  shall  have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Buyer at or prior to the Commencement Date.


                                      -13-
<PAGE>

      7. CONDITIONS TO THE BUYER'S OBLIGATION TO COMMENCE PURCHASES OF SHARES OF
         COMMON STOCK.

      The obligation of the Buyer to commence purchases of Purchase Shares under
this  Agreement  is  subject  to the  satisfaction  of  each  of  the  following
conditions  on or before the  Commencement  Date (the date that sales begin) and
once such  conditions  have been  initially  satisfied,  there  shall not be any
ongoing  obligation  to  satisfy  such  conditions  after the  Commencement  has
occurred;  provided that these  conditions  are for the Buyer's sole benefit and
may be waived by the Buyer at any time in its sole  discretion  by providing the
Company with prior written notice thereof:

      (a) The Company shall have executed each of the Transaction  Documents and
delivered the same to the Buyer.

      (b) The  Company  shall have  issued to the Buyer the  Initial  Commitment
Shares  and  shall  have  removed  the  restrictive  transfer  legend  from  the
certificate representing the Initial Commitment Shares.

      (c) The Common Stock shall be  authorized  for  quotation on the Principal
Market, trading in the Common Stock shall not have been within the last 365 days
suspended by the SEC or the  Principal  Market and the  Purchase  Shares and the
Commitment Shares shall be approved for listing upon the Principal Market.

      (d) The Buyer shall have  received  the  opinions of the  Company's  legal
counsel dated as of the Commencement Date substantially in the form of EXHIBIT A
attached hereto.

      (e) The  representations  and  warranties of the Company shall be true and
correct  in all  material  respects  (except  to the  extent  that  any of  such
representations and warranties is already qualified as to materiality in Section
3 above, in which case, such  representations  and warranties  shall be true and
correct  without further  qualification)  as of the date when made and as of the
Commencement  Date as though made at that time (except for  representations  and
warranties  that  speak  as of a  specific  date)  and the  Company  shall  have
performed, satisfied and complied with the covenants,  agreements and conditions
required by the  Transaction  Documents to be  performed,  satisfied or complied
with by the Company at or prior to the  Commencement  Date. The Buyer shall have
received a  certificate,  executed by the CEO,  President or CFO of the Company,
dated as of the Commencement  Date, to the foregoing effect in the form attached
hereto as EXHIBIT B.

      (f) The Board of Directors of the Company  shall have adopted  resolutions
in the form attached hereto as EXHIBIT C which shall be in full force and effect
without any amendment or supplement thereto as of the Commencement Date.

      (g) As of the  Commencement  Date,  the Company shall have reserved out of
its  authorized  and  unissued  Common  Stock,  (A)  solely  for the  purpose of
effecting  purchases of Purchase Shares hereunder,  at least 6,000,000 shares of
Common Stock and (B) as Additional  Commitment Shares in accordance with Section
4(f) hereof, 340,136 shares of Common Stock.

      (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the
Buyer shall have been  delivered to and  acknowledged  in writing by the Company
and the Company's Transfer Agent.


                                      -14-
<PAGE>

      (i) The Company shall have delivered to the Buyer a certificate evidencing
the  incorporation  and good  standing of the Company in the State of California
issued by the  Secretary of State of the State of California as of a date within
ten (10) Trading Days of the Commencement Date.

      (j) The Company shall have  delivered to the Buyer a certified copy of the
Certificate of Incorporation as certified by the Secretary of State of the State
of California within ten (10) Trading Days of the Commencement Date.

      (k)  The  Company  shall  have   delivered  to  the  Buyer  a  secretary's
certificate  executed  by  the  Secretary  of  the  Company,  dated  as  of  the
Commencement Date, in the form attached hereto as EXHIBIT D.

      (l) A  registration  statement  covering the sale of all of the Commitment
Shares and at least 3,000,000 Purchase Shares shall have been declared effective
under the 1933 Act by the SEC and no stop order with respect to the registration
statement  shall be pending or  threatened  by the SEC.  The Company  shall have
prepared and delivered to the Buyer a final form of prospectus to be used by the
Buyer in  connection  with any sales of any  Commitment  Shares or any  Purchase
Shares. The Company shall have made all filings under all applicable federal and
state  securities  laws  necessary to consummate  the issuance of the Commitment
Shares and the Purchase  Shares  pursuant to this  Agreement in compliance  with
such laws.

      (m) No Event of Default has  occurred,  or any event  which,  after notice
and/or lapse of time, would become an Event of Default has occurred.

      (n) On or prior to the  Commencement  Date,  the  Company  shall  take all
necessary action, if any, and such actions as reasonably requested by the Buyer,
in  order  to  render  inapplicable  any  control  share  acquisition,  business
combination,  shareholder rights plan or poison pill (including any distribution
under a rights  agreement) or other similar  anti-takeover  provision  under the
Certificate of Incorporation or the laws of the state of its incorporation which
is or could  become  applicable  to the  Buyer as a result  of the  transactions
contemplated by this Agreement,  including,  without  limitation,  the Company's
issuance of the Securities and the Buyer's ownership of the Securities.

      (o) The  Company  shall  have  provided  the  Buyer  with the  information
requested by the Buyer in connection with its due diligence  requests made prior
to, or in connection  with, the  Commencement,  in accordance  with the terms of
Section 4(g) hereof.

      8. INDEMNIFICATION.

      In consideration of the Buyer's  execution and delivery of the Transaction
Documents and acquiring the  Securities  hereunder and in addition to all of the
Company's other obligations under the Transaction  Documents,  the Company shall
defend,  protect,  indemnify  and  hold  harmless  the  Buyer  and  all  of  its
affiliates,  shareholders, officers, directors, employees and direct or indirect
investors  and any of the  foregoing  person's  agents or other  representatives
(including,   without   limitation,   those  retained  in  connection  with  the
transactions contemplated by this Agreement)  (collectively,  the "Indemnitees")
from and against any and all actions,  causes of action, suits, claims,  losses,
costs,  penalties,  fees,  liabilities  and damages,  and expenses in connection
therewith  (irrespective of whether any such Indemnitee is a party to the action
for  which  indemnification  hereunder  is  sought),  and  including  reasonable
attorneys' fees and disbursements (the "Indemnified  Liabilities"),  incurred by
any  Indemnitee  as a result  of,  or  arising  out of, or  relating  to (a) any
misrepresentation  or  breach  of any  representation  or  warranty  made by the
Company in the  Transaction  Documents or any other  certificate,  instrument or
document  contemplated  hereby  or  thereby,  (b) any  breach  of any  covenant,
agreement or obligation of the Company contained in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby, or
(c) any cause of action,  suit or claim brought or made against such  Indemnitee
and arising out of or resulting  from the  execution,  delivery,  performance or
enforcement of the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby,  other than with respect to Indemnified
Liabilities  which  directly and primarily  result from the gross  negligence or
willful  misconduct  of  the  Indemnitee.  To  the  extent  that  the  foregoing
undertaking  by the Company  may be  unenforceable  for any reason,  the Company
shall make the maximum  contribution to the payment and  satisfaction of each of
the Indemnified Liabilities which is permissible under applicable law.


                                      -15-
<PAGE>

      9. EVENTS OF DEFAULT.

      An "Event of Default"  shall be deemed to have occurred at any time as any
of the following events occurs:

      (a)  while  any  registration  statement  is  required  to  be  maintained
effective  pursuant  to the  terms of the  Registration  Rights  Agreement,  the
effectiveness of such registration  statement lapses for any reason  (including,
without limitation, the issuance of a stop order) or is unavailable to the Buyer
for sale of all of the  Registrable  Securities (as defined in the  Registration
Rights  Agreement)  in  accordance  with the  terms of the  Registration  Rights
Agreement,  and such lapse or unavailability  continues for a period of ten (10)
consecutive  Trading  Days or for more than an  aggregate of thirty (30) Trading
Days in any 365-day period;

      (b) the  suspension  from  trading or  failure  of the Common  Stock to be
listed on the  Principal  Market for a period of three (3)  consecutive  Trading
Days;

      (c) the delisting of the Company's Common Stock from the Principal Market,
provided,  however, that the Common Stock is not immediately  thereafter trading
on the New York Stock Exchange,  the Nasdaq National Market, the Nasdaq SmallCap
Market, or the American Stock Exchange;

      (d) the failure  for any reason by the  Transfer  Agent to issue  Purchase
Shares to the Buyer within five (5) Trading Days after the  applicable  Purchase
Date which the Buyer is entitled to receive;

      (e) the Company breaches any representation,  warranty,  covenant or other
term or  condition  under any  Transaction  Document if such breach could have a
Material Adverse Effect and except,  in the case of a breach of a covenant which
is reasonably  curable,  only if such breach  continues for a period of at least
ten (10) Trading Days;

      (f) Intentionally Omitted;

      (g) if any Person  commences a proceeding  against the Company pursuant to
or within the meaning of any Bankruptcy Law;

      (h) if the Company  pursuant  to or within the  meaning of any  Bankruptcy
Law; (A) commences a voluntary  case,  (B) consents to the entry of an order for
relief against it in an involuntary  case, (C) consents to the  appointment of a
Custodian of it or for all or  substantially  all of its  property,  (D) makes a
general assignment for the benefit of its creditors,  (E) becomes insolvent,  or
(F) is generally unable to pay its debts as the same become due; or


                                      -16-
<PAGE>

      (i) a court of competent  jurisdiction enters an order or decree under any
Bankruptcy  Law that (A) is for relief  against  the  Company in an  involuntary
case, (B) appoints a Custodian of the Company or for all or substantially all of
its property, or (C) orders the liquidation of the Company or any Subsidiary.

In addition  to any other  rights and  remedies  under  applicable  law and this
Agreement, including the Buyer termination rights under Section 11(k) hereof, so
long as an Event of Default  has  occurred  and is  continuing,  or if any event
which, after notice and/or lapse of time, would become an Event of Default,  has
occurred  and is  continuing,  or so long as the  Purchase  Price is  below  the
Purchase Price Floor, the Buyer shall not be obligated to purchase any shares of
Common Stock under this  Agreement.  If pursuant to or within the meaning of any
Bankruptcy Law, the Company commences a voluntary case or any Person commences a
proceeding  against the Company, a Custodian is appointed for the Company or for
all or  substantially  all of its  property,  or the  Company  makes  a  general
assignment for the benefit of its creditors,  (any of which would be an Event of
Default as described  in Sections  9(g),  9(h) and 9(i)  hereof) this  Agreement
shall  automatically  terminate  without any liability or payment to the Company
without  further  action or notice by any Person.  No such  termination  of this
Agreement  under  Section  11(k)(i)  shall  affect the  Company's or the Buyer's
obligations  under this  Agreement  with  respect to pending  purchases  and the
Company and the Buyer shall complete their  respective  obligations with respect
to any pending purchases under this Agreement.

      10. CERTAIN DEFINED TERMS.

      For  purposes  of this  Agreement,  the  following  terms  shall  have the
following meanings:

      (a) "1933 Act" means the Securities Act of 1933, as amended.

      (b) "Available Amount" means initially Six Million Dollars ($6,000,000) in
the aggregate which amount shall be reduced by the Purchase Amount each time the
Buyer purchases shares of Common Stock pursuant to Section 1 hereof.

      (c) "Bankruptcy  Law" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

      (d) "Closing Sale Price" means,  for any security as of any date, the last
closing  trade price for such  security on the  Principal  Market as reported by
Bloomberg,  or, if the Principal Market is not the principal securities exchange
or trading  market  for such  security,  the last  closing  trade  price of such
security  on the  principal  securities  exchange or trading  market  where such
security is listed or traded as reported by Bloomberg.

      (e) "Confidential  Information" means any information  disclosed by either
party to the other party, either directly or indirectly,  in writing,  orally or
by inspection of tangible objects  (including,  without  limitation,  documents,
prototypes,   samples,   plant   and   equipment),   which  is   designated   as
"Confidential,"   "Proprietary"   or  some  similar   designation.   Information
communicated  orally  shall  be  considered  Confidential  Information  if  such
information is confirmed in writing as being Confidential Information within ten
(10) business days after the initial  disclosure.  Confidential  Information may
also  include  information  disclosed to a  disclosing  party by third  parties.
Confidential  Information shall not, however,  include any information which (i)
was publicly  known and made  generally  available in the public domain prior to
the time of disclosure by the disclosing  party; (ii) becomes publicly known and
made  generally  available  after  disclosure  by the  disclosing  party  to the
receiving party through no action or inaction of the receiving  party;  (iii) is
already in the  possession of the  receiving  party at the time of disclosure by
the  disclosing  party as shown  by the  receiving  party's  files  and  records
immediately  prior to the time of disclosure;  (iv) is obtained by the receiving
party from a third party without a breach of such third party's  obligations  of
confidentiality;  (v) is independently  developed by the receiving party without
use of or reference to the disclosing party's Confidential Information, as shown
by documents and other competent  evidence in the receiving party's  possession;
or (vi) is required by law to be disclosed by the receiving party, provided that
the receiving  party gives the  disclosing  party prompt  written notice of such
requirement  prior to such  disclosure  and  assistance  in  obtaining  an order
protecting the information from public disclosure.


                                      -17-
<PAGE>

      (f)  "Custodian"  means any  receiver,  trustee,  assignee,  liquidator or
similar official under any Bankruptcy Law.

      (g) "Floor  Price"  means  $0.25.  The Floor Price shall be  appropriately
adjusted for any  reorganization,  recapitalization,  non-cash  dividend,  stock
split or other similar transaction.

      (h)  "Maturity  Date" means the date that is 600 Trading  Days (30 Monthly
Periods) from the Commencement  Date which such date may be extended by up to an
additional three (3) Monthly Periods by the Company, in its sole discretion,  by
written notice to the Buyer.

      (i)  "Monthly   Period"  means  each  successive  20  Trading  Day  period
commencing with the Commencement Date.

      (j) "Person" means an individual or entity including any limited liability
company,  a  partnership,   a  joint  venture,   a  corporation,   a  trust,  an
unincorporated  organization  and a  government  or  any  department  or  agency
thereof.

      (k)  "Principal  Market"  means the Nasdaq OTC  Bulletin  Board;  provided
however,  that in the event the Company's  Common Stock is ever listed or traded
on the Nasdaq National Market,  the Nasdaq SmallCap  Market,  the New York Stock
Exchange or the American Stock Exchange,  than the "Principal Market" shall mean
such other market or exchange on which the Company's Common Stock is then listed
or traded.

      (l)  "Purchase  Amount"  means the portion of the  Available  Amount to be
purchased by the Buyer pursuant to Section 1 hereof.

      (m)  "Purchase  Date"  means  the  actual  date  that the  Buyer is to buy
Purchase Shares pursuant to Section 1 hereof.

      (n) "Purchase Price" means, as of any date of  determination  the lower of
the (A) the lowest Sale Price of the Common Stock on such date of  determination
and (B) the  arithmetic  average of the three (3) lowest Closing Sale Prices for
the Common Stock during the twelve (12)  consecutive  Trading Days ending on the
Trading  Day   immediately   preceding  such  date  of   determination   (to  be
appropriately  adjusted  for  any  reorganization,   recapitalization,  non-cash
dividend, stock split or other similar transaction).


                                      -18-
<PAGE>

      (o) "Sale Price" means,  for any security as of any date,  any trade price
for such security on the Principal  Market as reported by Bloomberg,  or, if the
Principal Market is not the principal  securities exchange or trading market for
such  security,  the trade price of such  security on the  principal  securities
exchange or trading  market where such  security is listed or traded as reported
by Bloomberg.

      (p) "SEC" means the United States Securities and Exchange Commission.

      (q) "Transfer  Agent" means the transfer agent of the Company as set forth
in Section 11(f) hereof or such other person who is then serving as the transfer
agent for the Company in respect of the Common Stock.

      (r) "Trading Day" means any day on which the Principal  Market is open for
customary trading.

      11. MISCELLANEOUS.

      (a) Governing  Law;  Jurisdiction;  Jury Trial.  The corporate laws of the
State of California  shall govern all issues  concerning the relative  rights of
the  Company  and  its   shareholders.   All  other  questions   concerning  the
construction, validity, enforcement and interpretation of this Agreement and the
other Transaction  Documents 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.

      (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.


                                      -19-
<PAGE>

      (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)  Entire  Agreement;  Amendments.  With  the  exception  of the  Mutual
Nondisclosure  Agreement  between  the  parties  dated as of June 6, 2003,  this
Agreement  supersedes  all other  prior oral or written  agreements  between the
Buyer,  the Company,  their  affiliates  and persons acting on their behalf with
respect  to  the  matters  discussed  herein,  and  this  Agreement,  the  other
Transaction  Documents and the instruments  referenced herein contain the entire
understanding  of the parties  with  respect to the matters  covered  herein and
therein and,  except as  specifically  set forth herein or therein,  neither the
Company  nor  the  Buyer  makes  any  representation,   warranty,   covenant  or
undertaking with respect to such matters.  No provision of this Agreement may be
amended  other than by an  instrument  in writing  signed by the Company and the
Buyer,  and no  provision  hereof may be waived other than by an  instrument  in
writing signed by the party against whom enforcement is sought.

      (f)  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

         With a copy to:
                  Troy and Gould Professional Corporation
                  1801 Century Park East, 16th Floor
                  Los Angeles, California 90067-2367
                  Telephone:        310-789-1290
                  Facsimile:        310-789-1490
                  Attention:         Mr. David Ficksman

         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

         If to the Transfer Agent:
                  U.S. Stock Transfer Corporation
                  1745 Gardena Avenue
                  Glendale, CA 91204-2991
                  Telephone: 818-502-1404
                  Facsimile: 818-502-1737
                  Attention:  Rich Tilton


                                      -20-
<PAGE>

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.

      (g) 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.

      (h) 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.

      (i) Publicity.  The Buyer shall have the right to approve before  issuance
any press  releases or any other public  disclosure  (including any filings with
the  SEC)  with  respect  to the  transactions  contemplated  hereby;  provided,
however,  that the Company shall be entitled,  without the prior approval of the
Buyer,  to make any press  release or other  public  disclosure  (including  any
filings  with the SEC) with  respect  to such  transactions  as is  required  by
applicable  law and  regulations  (although  the Buyer shall be consulted by the
Company in  connection  with any such press  release or other public  disclosure
prior to its release and shall be provided with a copy thereof).

      (j) 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  and  the   consummation  of  the
transactions contemplated hereby.

      (k) Termination. This Agreement may be terminated only as follows:

            (i) By the Buyer any time an Event of  Default  exists  without  any
      liability or payment to the Company. However, if pursuant to or within the
      meaning of any Bankruptcy  Law, the Company  commences a voluntary case or
      any Person  commences a  proceeding  against the  Company,  a Custodian is
      appointed for the Company or for all or substantially all of its property,
      or  the  Company  makes  a  general  assignment  for  the  benefit  of its
      creditors,  (any of which  would be an Event of  Default as  described  in
      Sections 9(g),  9(h) and 9(i) hereof) this Agreement  shall  automatically
      terminate  without any liability or payment to the Company without further
      action or notice by any  Person.  No such  termination  of this  Agreement
      under this  Section  11(k)(i)  shall  affect the  Company's or the Buyer's
      obligations under this Agreement with respect to pending purchases and the
      Company and the Buyer shall complete  their  respective  obligations  with
      respect to any pending purchases under this Agreement.


                                      -21-
<PAGE>

            (ii) In the event that the Commencement shall not have occurred, the
      Company shall have the option to terminate  this  Agreement for any reason
      or for no reason without liability of any party to any other party.

            (iii) In the event that the Commencement  shall not have occurred on
      or before April 15, 2005, due to the failure to satisfy the conditions set
      forth in Sections 6 and 7 above with respect to the Commencement  (and the
      nonbreaching party's failure to waive such unsatisfied condition(s)),  the
      nonbreaching  party shall have the option to terminate  this  Agreement at
      the close of business on such date or thereafter  without liability of any
      party to any other party.

            (iv) If by the Maturity Date (including any extension thereof by the
      Company pursuant to Section 10(g) hereof), for any reason or for no reason
      the full  Available  Amount under this Agreement has not been purchased as
      provided  for in Section 1 of this  Agreement,  by the Buyer  without  any
      liability or payment to the Company.

            (v) At any time after the Commencement  Date, the Company shall have
      the option to terminate  this Agreement for any reason or for no reason by
      delivering notice (a "Company  Termination  Notice") to the Buyer electing
      to terminate this Agreement without any liability or payment to the Buyer.
      The  Company  Termination  Notice  shall  not be  effective  until one (1)
      Trading Day after it has been received by the Buyer.

            (vi) This Agreement shall  automatically  terminate on the date that
      the Company  sells and the Buyer  purchases the full  Available  Amount as
      provided herein, without any action or notice on the part of any party.

Except as set forth in  Sections  11(k)(i)  (in  respect  of an Event of Default
under  Sections  9(g),  9(h) and 9(i)) and  11(k)(vi),  any  termination of this
Agreement  pursuant to this  Section  11(k) shall be effected by written  notice
from the Company to the Buyer, or the Buyer to the Company,  as the case may be,
setting forth the basis for the  termination  hereof.  The  representations  and
warranties  of the Company and the Buyer  contained  in Sections 2 and 3 hereof,
the indemnification  provisions set forth in Section 8 hereof and the agreements
and covenants set forth in Section 11, shall  survive the  Commencement  and any
termination of this Agreement. No termination of this Agreement shall affect the
Company's  or the  Buyer's  obligations  under this  Agreement  with  respect to
pending  purchases and the Company and the Buyer shall complete their respective
obligations with respect to any pending purchases under this Agreement.

      (l) No Financial Advisor,  Placement Agent,  Broker or Finder. The Company
represents  and  warrants  to the Buyer that it has not  engaged  any  financial
advisor,  placement agent,  broker or finder in connection with the transactions
contemplated  hereby.  The Buyer  represents and warrants to the Company that it
has not engaged any  financial  advisor,  placement  agent,  broker or finder in
connection  with the  transactions  contemplated  hereby.  The Company  shall be
responsible for the payment of any fees or commissions, if any, of any financial
advisor,  placement  agent,  broker or finder  relating to or arising out of the
transactions  contemplated  hereby.  The Company  shall pay,  and hold the Buyer
harmless against, any liability, loss or expense (including, without limitation,
attorneys' fees and out of pocket expenses)  arising in connection with any such
claim.


                                      -22-
<PAGE>

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

      (n) Remedies,  Other  Obligations,  Breaches and  Injunctive  Relief.  The
Buyer's remedies  provided in this Agreement shall be cumulative and in addition
to all other remedies available to the Buyer under this Agreement,  at law or in
equity  (including  a decree of specific  performance  and/or  other  injunctive
relief),  no remedy of the Buyer  contained  herein  shall be deemed a waiver of
compliance  with the  provisions  giving rise to such remedy and nothing  herein
shall limit the Buyer's  right to pursue  actual  damages for any failure by the
Company to comply with the terms of this  Agreement.  The  Company  acknowledges
that a breach by it of its obligations  hereunder will cause irreparable harm to
the Buyer and that the remedy at law for any such breach may be inadequate.  The
Company  therefore  agrees that,  in the event of any such breach or  threatened
breach,  the  Buyer  shall be  entitled,  in  addition  to all  other  available
remedies,  to an  injunction  restraining  any breach,  without the necessity of
showing economic loss and without any bond or other security being required.

      (o)  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.

      (p)  Enforcement  Costs.  If: (i) this Agreement is placed by the Buyer in
the hands of an attorney for enforcement or is enforced by the Buyer through any
legal proceeding;  or (ii) an attorney is retained to represent the Buyer in any
bankruptcy,   reorganization,   receivership  or  other  proceedings   affecting
creditors'  rights  and  involving  a claim  under this  Agreement;  or (iii) an
attorney is retained to represent the Buyer in any other proceedings  whatsoever
in connection with this  Agreement,  then the Company shall pay to the Buyer, as
incurred by the Buyer,  all reasonable costs and expenses  including  attorneys'
fees  incurred in  connection  therewith,  in addition to all other  amounts due
hereunder.

      (q) 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.

                                    * * * * *


                                      -23-
<PAGE>

      IN WITNESS  WHEREOF,  the Buyer and the  Company  have  caused this Common
Stock Purchase 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


                                      -24-
<PAGE>

                       SCHEDULES

Schedule 3(a)          Subsidiaries
Schedule 3(c)          Capitalization
Schedule 3(e)          Conflicts
Schedule 3(f)          1934 Act Filings
Schedule 3(g)          Material Changes
Schedule 3(h)          Litigation
Schedule 3(k)          Intellectual Property
Schedule 3(m)          Liens
Schedule 3(q)          Certain Transactions

                                EXHIBITS

Exhibit A              Form of Company Counsel Opinion
Exhibit B              Form of Officer's Certificate
Exhibit C              Form of Resolutions of Board of Directors of the Company
Exhibit D              Form of Secretary's Certificate


                                      -25-
<PAGE>

                              DISCLOSURE SCHEDULES

                          Schedule 3(a) - Subsidiaries

                         Schedule 3(c) - Capitalization

                          Schedule 3(e) - No Conflicts

                        Schedule 3(f) - 1934 Act Filings

                   Schedule 3(g) - Absence of Certain Changes

                           Schedule 3(h) - Litigation

                  Schedule 3(k) - Intellectual Property Rights

                              Schedule 3(m) - Title

                  Schedule 3(q) - Transactions with Affiliates

<PAGE>

                                    EXHIBIT A

                         FORM OF COMPANY COUNSEL OPINION

      Capitalized terms used herein but not defined herein, have the meaning set
forth in the  Common  Stock  Purchase  Agreement.  Based on the  foregoing,  and
subject to the assumptions and  qualifications  set forth herein,  we are of the
opinion that:

            1. The Company is a corporation  existing and in good standing under
the laws of the State of California.  The Company is qualified to do business as
a foreign corporation and is in good standing in the States of California.

            2. The Company has the corporate  power to execute and deliver,  and
perform its obligations under, each Transaction Document to which it is a party.
The Company has the  corporate  power to conduct its business as, to the best of
our knowledge, it is now conducted,  and to own and use the properties owned and
used by it.

            3. The  execution,  delivery and  performance  by the Company of the
Transaction  Documents to which it is a party have been duly  authorized  by all
necessary  corporate  action  on the  part of the  Company.  The  execution  and
delivery of the  Transaction  Documents by the Company,  the  performance of the
obligations  of  the  Company  thereunder  and  the  consummation  by it of  the
transactions  contemplated therein have been duly authorized and approved by the
Company's Board of Directors and no further  consent,  approval or authorization
of the  Company,  its Board of Directors or its  stockholders  is required.  The
Transaction  Documents  to which the Company is a party have been duly  executed
and  delivered by the Company and are the valid and binding  obligations  of the
Company,  enforceable  against the Company in accordance with their terms except
as such  enforceability  may be  limited  by  general  principles  of  equity or
applicable bankruptcy,  insolvency,  liquidation or similar laws relating to, or
affecting creditor's rights and remedies.

            4. The  execution,  delivery and  performance  by the Company of the
Transaction  Documents,  the  consummation  by the  Company of the  transactions
contemplated thereby including the offering, sale and issuance of the Commitment
Shares,  and the Purchase  Shares in accordance with the terms and conditions of
the Common Stock Purchase  Agreement,  and fulfillment and compliance with terms
of the  Transaction  Documents,  does not and  shall  not:  (i)  conflict  with,
constitute a breach of or default (or an event which,  with the giving of notice
or  lapse of time or  both,  constitutes  or  could  constitute  a  breach  or a
default),  under  (a) the  Certificate  of  Incorporation  or the  Bylaws of the
Company,  (b) any  material  agreement,  note,  lease,  mortgage,  deed or other
material instrument to which to our knowledge the Company is a party or by which
the Company or any of its assets are bound,  (ii) result in any violation of any
statute,  law,  rule or regulation  applicable  to the Company,  or (iii) to our
knowledge,  violate any order,  writ,  injunction  or decree  applicable  to the
Company or any of its subsidiaries.

            5. The  issuance  of the  Purchase  Shares,  and  Commitment  Shares
pursuant to the terms and conditions of the Transaction  Documents has been duly
authorized  and the  Commitment  Shares  are  validly  issued,  fully  paid  and
non-assessable,   to  our  knowledge,   free  of  all  taxes,  liens,   charges,
restrictions,  rights of first refusal and preemptive rights. ________ shares of
Common Stock have been  properly  reserved  for issuance  under the Common Stock
Purchase Agreement. When issued and paid for in accordance with the Common Stock
Purchase Agreement,  the Purchase Shares shall be validly issued, fully paid and
non-assessable,   to  our  knowledge,   free  of  all  taxes,  liens,   charges,
restrictions,  rights of first refusal and preemptive rights.  340,136 shares of
Common Stock have been properly  reserved for issuance as Additional  Commitment
Shares under the Common Stock Purchase Agreement. When issued in accordance with
the Common Stock Purchase Agreement,  the Additional  Commitment Shares shall be
validly issued,  fully paid and  non-assessable,  to our knowledge,  free of all
taxes,  liens,  charges,  restrictions,  rights of first refusal and  preemptive
rights. To our knowledge,  the execution and delivery of the Registration Rights
Agreement  do  not,  and  the  performance  by the  Company  of its  obligations
thereunder  shall  not,  give rise to any  rights of any  other  person  for the
registration  under the  Securities  Act of any shares of Common  Stock or other
securities of the Company which have not been waived.

<PAGE>

            6. Intentionally omitted.

            7. Assuming the accuracy of the  representations and your compliance
with the covenants made by you in the Transaction Documents,  the offering, sale
and  issuance  of the  Commitment  Shares  to you  pursuant  to the  Transaction
Documents is exempt from registration under the 1933 Act and the securities laws
and regulations of the States of California, Illinois.

            8. Other than that which has been  obtained and  completed  prior to
the date hereof, no authorization,  approval,  consent, filing or other order of
any federal or state governmental body,  regulatory agency, or stock exchange or
market,  or any court,  or, to our knowledge,  any third party is required to be
obtained  by the Company to enter into and  perform  its  obligations  under the
Transaction  Documents or for the Company to issue and sell the Purchase  Shares
as contemplated by the Transaction Documents.

            9. The Common Stock is  registered  pursuant to Section 12(g) of the
1934 Act. To our  knowledge,  since  January,  the Company has not  received any
written  notice from the Principal  Market stating that the Company has not been
in compliance with any of the rules and regulations  (including the requirements
for continued listing) of the Principal Market.

            We further advise you that to our knowledge,  except as disclosed on
Schedule 3(h) in the Common Stock Purchase Agreement,  there is no action, suit,
proceeding,  inquiry or  investigation  before or by any court,  public board or
body, any governmental  agency, any stock exchange or market, or self-regulatory
organization, which has been threatened in writing or which is currently pending
against the Company,  any of its subsidiaries,  any officers or directors of the
Company or any of its  subsidiaries  or any of the  properties of the Company or
any of its subsidiaries.

      In addition,  we have  participated in the preparation of the Registration
Statement (SEC File  #________)  covering the sale of the Purchase  Shares,  the
Commitment Shares including the prospectus dated ____________, contained therein
and in  conferences  with  officers  and other  representatives  of the  Company
(including the Company's  independent auditors) during which the contents of the
Registration  Statement  and related  matters were  discussed  and reviewed and,
although we are not passing  upon and do not assume any  responsibility  for the
accuracy,   completeness  or  fairness  of  the  statements   contained  in  the
Registration  Statement,  on the basis of the information  that was developed in
the course of the performance of the services  referred to above,  considered in
the  light of our  understanding  of the  applicable  law,  nothing  came to our
attention that caused us to believe that the Registration  Statement (other than
the financial  statements and schedules and the other  financial and statistical
data  included  therein,  as to which we express no belief),  as of their dates,
contained  any  untrue  statement  of a  material  fact or  omitted to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
<PAGE>

                                    EXHIBIT B

                          FORM OF OFFICER'S CERTIFICATE

            This  Officer's  Certificate   ("CERTIFICATE")  is  being  delivered
pursuant to Section 7(e) of that certain Common Stock Purchase  Agreement  dated
as of _________,  ("COMMON STOCK PURCHASE AGREEMENT"), by and between CAMINOSOFT
CORP., a California corporation (the "COMPANY"), and FUSION CAPITAL FUND II, LLC
(the  "BUYER").  Terms used  herein  and not  otherwise  defined  shall have the
meanings ascribed to them in the Common Stock Purchase Agreement.

            The undersigned, ___________,  ______________ of the Company, hereby
certifies as follows:

            1. I am the  _____________  of the Company  and make the  statements
      contained in this Certificate;

            2. The  representations  and  warranties of the Company are true and
      correct in all  material  respects  (except to the extent that any of such
      representations  and warranties is already  qualified as to materiality in
      Section 3 of the Common  Stock  Purchase  Agreement,  in which case,  such
      representations  and  warranties  are true  and  correct  without  further
      qualification) as of the date when made and as of the Commencement Date as
      though made at that time (except for  representations  and warranties that
      speak as of a specific date);

            3. The Company has performed, satisfied and complied in all material
      respects  with  covenants,  agreements  and  conditions  required  by  the
      Transaction  Documents to be performed,  satisfied or complied with by the
      Company at or prior to the Commencement Date.

            4. The  Company  has not taken  any  steps,  and does not  currently
      expect to take any steps,  to seek  protection  pursuant to any Bankruptcy
      Law nor does the Company or any of its Subsidiaries  have any knowledge or
      reason  to  believe  that its  creditors  intend to  initiate  involuntary
      bankruptcy or insolvency  proceedings.  The Company is financially solvent
      and is generally able to pay its debts as they become due.

            IN WITNESS WHEREOF,  I have hereunder signed my name on this ___ day
      of ___________.

                                                  ______________________
                                                  Name:
                                                  Title:

      The undersigned as Secretary of ________, a ________  corporation,  hereby
certifies that ___________ is the duly elected, appointed,  qualified and acting
________ of  _________  and that the  signature  appearing  above is his genuine
signature.

                                        ___________________________________
                                        Secretary
<PAGE>

                                   EXHIBIT C-1

                           FORM OF COMPANY RESOLUTIONS
                         FOR SIGNING PURCHASE AGREEMENT

                          UNANIMOUS WRITTEN CONSENT OF
                                CAMINOSOFT CORP.

      Pursuant  to  Section  ______  of  the  [CALIFORNIA  CORP  STATUTE],   the
undersigned,  being all of the  directors  of  CAMINOSOFT  CORP.,  a  California
corporation  (the  "Corporation")  do hereby  consent to and adopt the following
resolutions  as the  action of the Board of  Directors  for and on behalf of the
Corporation and hereby direct that this Consent be filed with the minutes of the
proceedings of the Board of Directors:

      WHEREAS,  there  has  been  presented  to the  Board of  Directors  of the
Corporation  a draft of the  Common  Stock  Purchase  Agreement  (the  "Purchase
Agreement")  by and  between the  Corporation  and Fusion  Capital  Fund II, LLC
("Fusion"),  providing  for the purchase by Fusion of up to Six Million  Dollars
($6,000,000)  of the  Corporation's  common  stock,  no par value  (the  "Common
Stock"); and

      WHEREAS,  after  careful  consideration  of the  Purchase  Agreement,  the
documents  incident  thereto and other factors  deemed  relevant by the Board of
Directors, the Board of Directors has determined that it is advisable and in the
best interests of the Corporation to engage in the transactions  contemplated by
the Purchase Agreement,  including,  but not limited to, the issuance of 340,136
shares  of  Common  Stock  to  Fusion  as  a  an  initial  commitment  fee  (the
"InitialCommitment  Shares") and the sale of shares of Common Stock to Fusion up
to the available amount under the Purchase Agreement (the "Purchase Shares").

                              TRANSACTION DOCUMENTS

      NOW,  THEREFORE,  BE IT RESOLVED,  that the transactions  described in the
Purchase         Agreement         are        hereby         approved        and
________________________________________   (the   "Authorized   Officers")   are
severally  authorized  to execute and deliver the  Purchase  Agreement,  and any
other  agreements  or  documents   contemplated   thereby   including,   without
limitation,   a  registration   rights  agreement  (the   "Registration   Rights
Agreement") providing for the registration of the shares of the Company's Common
Stock  issuable  in  respect  of  the  Purchase   Agreement  on  behalf  of  the
Corporation,  with such  amendments,  changes,  additions  and  deletions as the
Authorized  Officers  may deem to be  appropriate  and approve on behalf of, the
Corporation,  such approval to be conclusively  evidenced by the signature of an
Authorized Officer thereon; and

      FURTHER RESOLVED, that the terms and provisions of the Registration Rights
Agreement by and among the  Corporation  and Fusion are hereby  approved and the
Authorized  Officers  are  authorized  to execute and  deliver the  Registration
Rights Agreement  (pursuant to the terms of the Purchase  Agreement),  with such
amendments,  changes, additions and deletions as the Authorized Officer may deem
appropriate  and  approve on behalf of, the  Corporation,  such  approval  to be
conclusively evidenced by the signature of an Authorized Officer thereon; and

      FURTHER  RESOLVED,  that the terms and  provisions of the Form of Transfer
Agent Instructions (the  "Instructions")  are hereby approved and the Authorized
Officers are authorized to execute and deliver the Instructions (pursuant to the
terms of the Purchase Agreement),  with such amendments,  changes, additions and
deletions as the Authorized  Officers may deem appropriate and approve on behalf
of, the Corporation, such approval to be conclusively evidenced by the signature
of an Authorized Officer thereon; and
<PAGE>

                         EXECUTION OF PURCHASE AGREEMENT

      FURTHER  RESOLVED,  that the Corporation be and it hereby is authorized to
execute the Purchase Agreement providing for the purchase of common stock of the
Corporation having an aggregate value of up to $6,000,000; and

                            ISSUANCE OF COMMON STOCK

      FURTHER  RESOLVED,  that the  Corporation  is hereby  authorized  to issue
340,136  shares  of Common  Stock to  Fusion  Capital  Fund II,  LLC as  Initial
Commitment  Shares  and  that  upon  issuance  of the  InitialCommitment  Shares
pursuant to the Purchase Agreement,  the InitialCommitment  Shares shall be duly
authorized,  validly  issued,  fully  paid and  nonassessable  with no  personal
liability attaching to the ownership thereof; and

      FURTHER  RESOLVED,  that the  Corporation  is hereby  authorized  to issue
shares of Common Stock upon the purchase of Purchase  Shares up to the available
amount under the Purchase Agreement in accordance with the terms of the Purchase
Agreement  and that,  upon  issuance  of the  Purchase  Shares  pursuant  to the
Purchase Agreement, the Purchase Shares will be duly authorized, validly issued,
fully  paid  and  nonassessable  with no  personal  liability  attaching  to the
ownership thereof; and

      FURTHER  RESOLVED,  that the Corporation shall initially reserve 6,000,000
shares of Common  Stock for  issuance  as  Purchase  Shares  under the  Purchase
Agreement.

      FURTHER  RESOLVED,  that the  Corporation  is hereby  authorized  to issue
340,136  shares  of  Common  Stock  (subject  to  equitable  adjustment  for any
reorganization,  recapitalization,  non-cash  dividend,  stock  split  or  other
similar  transaction)  in connection  with the purchase of Purchase  Shares (the
"Additional  Commitment  Shares") in  accordance  with the terms of the Purchase
Agreement and that, upon issuance of the Additional  Commitment  Shares pursuant
to the  Purchase  Agreement,  the  Additional  Commitment  Shares  will  be duly
authorized,  validly  issued,  fully  paid and  nonassessable  with no  personal
liability attaching to the ownership thereof; and

      FURTHER  RESOLVED,  that the Corporation  shall initially  reserve 340,136
shares of Common Stock (subject to equitable  adjustment for any reorganization,
recapitalization,  non-cash dividend,  stock split or other similar transaction)
for issuance as Additional Commitment Shares under the Purchase Agreement.

                               APPROVAL OF ACTIONS

      FURTHER  RESOLVED,  that,  without limiting the foregoing,  the Authorized
Officers are, and each of them hereby is,  authorized and directed to proceed on
behalf of the  Corporation  and to take all such  steps as deemed  necessary  or
appropriate, with the advice and assistance of counsel, to cause the Corporation
to consummate the agreements  referred to herein and to perform its  obligations
under such agreements; and

      FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby
is,  authorized,  empowered  and  directed  on  behalf of and in the name of the
Corporation,  to take or cause  to be taken  all  such  further  actions  and to
execute and  deliver or cause to be  executed  and  delivered  all such  further
agreements,   amendments,   documents,    certificates,    reports,   schedules,
applications,  notices,  letters and  undertakings and to incur and pay all such
fees and expenses as in their judgment  shall be necessary,  proper or desirable
to carry into  effect  the  purpose  and intent of any and all of the  foregoing
resolutions, and that all actions heretofore taken by any officer or director of
the  Corporation  in  connection  with  the  transactions  contemplated  by  the
agreements  described herein are hereby approved,  ratified and confirmed in all
respects.
<PAGE>

      IN WITNESS WHEREOF, the Board of Directors has executed and delivered this
Consent effective as of __________, 2005.

______________________

______________________

______________________

being all of the directors of CAMINOSOFT CORP.
<PAGE>

                                   EXHIBIT C-2

          FORM OF COMPANY RESOLUTIONS APPROVING REGISTRATION STATEMENT

                          UNANIMOUS WRITTEN CONSENT OF
                                CAMINOSOFT CORP.

      Pursuant  to  Section  ______  of  the  [CALIFORNIA  CORP  STATUTES],  the
undersigned,  being all of the  directors  of  CAMINOSOFT  CORP.,  a  California
corporation  (the  "Corporation")  do hereby  consent to and adopt the following
resolutions  as the  action of the Board of  Directors  for and on behalf of the
Corporation and hereby direct that this Consent be filed with the minutes of the
proceedings of the Board of Directors.

      WHEREAS,  there  has  been  presented  to the  Board of  Directors  of the
Corporation a Common Stock Purchase Agreement (the "Purchase  Agreement") by and
among the Corporation and Fusion Capital Fund II, LLC ("Fusion"),  providing for
the  purchase  by  Fusion  of up to  Six  Million  Dollars  ($6,000,000)  of the
Corporation's common stock, no par value (the "Common Stock"); and

      WHEREAS,  after  careful  consideration  of the  Purchase  Agreement,  the
documents  incident  thereto and other factors  deemed  relevant by the Board of
Directors,  the Board of Directors  has approved the Purchase  Agreement and the
transactions contemplated thereby and the Company has executed and delivered the
Purchase Agreement to Fusion; and

      WHEREAS, in connection with the transactions  contemplated pursuant to the
Purchase Agreement, the Company has agreed to file a registration statement with
the  Securities  and Exchange  Commission  (the  "Commission")  registering  the
Commitment Shares (as defined in the Purchase Agreement) and the Purchase Shares
(as herein defined in the Purchase  Agreement) and to list the Commitment Shares
and Purchase Shares on [APPLICABLE EXCHANGE];

      WHEREAS,  the management of the  Corporation has prepared an initial draft
of a Registration Statement on Form ___ (the "Registration  Statement") in order
to  register  the  sale  of the  Purchase  Shares,  and  the  Commitment  Shares
(collectively, the "Shares"); and

      WHEREAS, the Board of Directors has determined to approve the Registration
Statement and to authorize the  appropriate  officers of the Corporation to take
all such actions as they may deem appropriate to effect the offering.

      NOW,  THEREFORE,  BE IT RESOLVED,  that the officers and  directors of the
Corporation  be, and each of them hereby is,  authorized and directed,  with the
assistance of counsel and accountants for the Corporation,  to prepare,  execute
and file with the  Commission the  Registration  Statement,  which  Registration
Statement  shall be filed  substantially  in the form  presented to the Board of
Directors,  with such  changes  therein  as the Chief  Executive  Officer of the
Corporation or any Vice President of the Corporation shall deem desirable and in
the best  interest  of the  Corporation  and its  shareholders  (such  officer's
execution   thereof   including   such  changes  shall  be  deemed  to  evidence
conclusively such determination); and

      FURTHER  RESOLVED,  that the officers of the  Corporation  be, and each of
them hereby is,  authorized  and  directed,  with the  assistance of counsel and
accountants  for  the  Corporation,  to  prepare,  execute  and  file  with  the
Commission all amendments,  including post-effective amendments, and supplements
to the  Registration  Statement,  and  all  certificates,  exhibits,  schedules,
documents and other instruments relating to the Registration  Statement, as such
officers  shall deem  necessary or  appropriate  (such  officer's  execution and
filing thereof shall be deemed to evidence conclusively such determination); and

<PAGE>

      FURTHER RESOLVED,  that the execution of the Registration Statement and of
any  amendments  and  supplements  thereto by the officers and  directors of the
Corporation  be,  and  the  same  hereby  is,  specifically   authorized  either
personally or by the Authorized  Officers as such  officer's or director's  true
and lawful attorneys-in-fact and agents; and

      FURTHER  RESOLVED,  that the Authorized  Officers are hereby designated as
"Agent for  Service" of the  Corporation  in  connection  with the  Registration
Statement  and the  filing  thereof  with  the  Commission,  and the  Authorized
Officers  hereby are authorized to receive  communications  and notices from the
Commission with respect to the Registration Statement; and

      FURTHER  RESOLVED,  that the officers of the  Corporation  be, and each of
them hereby is, authorized and directed to pay all fees, costs and expenses that
may  be  incurred  by  the  Corporation  in  connection  with  the  Registration
Statement; and

      FURTHER  RESOLVED,  that it is desirable  and in the best  interest of the
Corporation  that the  Shares be  qualified  or  registered  for sale in various
states;  that the  officers of the  Corporation  be, and each of them hereby is,
authorized to determine the states in which appropriate action shall be taken to
qualify  or  register  for sale all or such part of the  Shares as they may deem
advisable;  that said  officers  be, and each of them hereby is,  authorized  to
perform  on  behalf  of the  Corporation  any and all such acts as they may deem
necessary or advisable in order to comply with the  applicable  laws of any such
states, and in connection therewith to execute and file all requisite papers and
documents,  including, but not limited to, applications,  reports, surety bonds,
irrevocable  consents,  appointments  of  attorneys  for  service of process and
resolutions; and the execution by such officers of any such paper or document or
the doing by them of any act in  connection  with the  foregoing  matters  shall
conclusively  establish  their  authority  therefor from the Corporation and the
approval and  ratification  by the  Corporation  of the papers and  documents so
executed and the actions so taken; and

      FURTHER  RESOLVED,  that if,  in any  state  where  the  securities  to be
registered or qualified for sale to the public,  or where the  Corporation is to
be registered in connection with the public offering of the Shares, a prescribed
form of  resolution  or  resolutions  is  required to be adopted by the Board of
Directors,  each such  resolution  shall be  deemed  to have been and  hereby is
adopted,  and the Secretary is hereby  authorized to certify the adoption of all
such resolutions as though such resolutions were now presented to and adopted by
the Board of Directors; and

      FURTHER RESOLVED, that the officers of the Corporation with the assistance
of counsel be, and each of them hereby is,  authorized  and directed to take all
necessary steps and do all other things  necessary and appropriate to effect the
listing of the Shares on the [APPLICABLE EXCHANGE].

                               APPROVAL OF ACTIONS

      FURTHER  RESOLVED,  that,  without limiting the foregoing,  the Authorized
Officers are, and each of them hereby is,  authorized and directed to proceed on
behalf of the Corporation and to take all such steps as are deemed  necessary or
appropriate, with the advice and assistance of counsel, to cause the Corporation
to take all such  action  referred  to herein  and to  perform  its  obligations
incident to the registration, listing and sale of the Shares; and
<PAGE>

      FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby
is,  authorized,  empowered  and  directed  on  behalf of and in the name of the
Corporation,  to take or cause  to be taken  all  such  further  actions  and to
execute and  deliver or cause to be  executed  and  delivered  all such  further
agreements,   amendments,   documents,    certificates,    reports,   schedules,
applications,  notices,  letters and  undertakings and to incur and pay all such
fees and expenses as in their judgment  shall be necessary,  proper or desirable
to carry into  effect  the  purpose  and intent of any and all of the  foregoing
resolutions, and that all actions heretofore taken by any officer or director of
the  Corporation  in  connection  with  the  transactions  contemplated  by  the
agreements  described herein are hereby approved,  ratified and confirmed in all
respects.

IN WITNESS  WHEREOF,  the Board of Directors  has executed  and  delivered  this
Consent effective as of __________, 2005.

______________________

______________________

______________________

being all of the directors of CAMINOSOFT CORP.
<PAGE>

                                    EXHIBIT D

                         FORM OF SECRETARY'S CERTIFICATE

      This Secretary's  Certificate  ("Certificate") is being delivered pursuant
to Section 7(k) of that  certain  Common Stock  Purchase  Agreement  dated as of
__________,  ("Common  Stock  Purchase  Agreement"),  by and between  CAMINOSOFT
CORP., a California  corporation (the "Company") and FUSION CAPITAL FUND II, LLC
(the  "Buyer"),  pursuant  to which the  Company may sell to the Buyer up to Six
Million  Dollars  ($6,000,000)  of the Company's  Common Stock, no par value per
share (the "Common  Stock").  Terms used herein and not otherwise  defined shall
have the meanings ascribed to them in the Common Stock Purchase Agreement.

            The  undersigned,  ____________,  Secretary of the  Company,  hereby
      certifies as follows:

            1. I am the  Secretary  of  the  Company  and  make  the  statements
      contained in this Secretary's Certificate.

            2. Attached hereto as Exhibit A and Exhibit B are true,  correct and
      complete  copies of the Company's  bylaws  ("Bylaws")  and  Certificate of
      Incorporation  ("Articles"),  in each case,  as amended  through  the date
      hereof,  and no  action  has been  taken by the  Company,  its  directors,
      officers or  shareholders,  in  contemplation of the filing of any further
      amendment relating to or affecting the Bylaws or Articles.

            3.  Attached  hereto as  Exhibit C are true,  correct  and  complete
      copies of the  resolutions  duly  adopted by the Board of Directors of the
      Company  on  _____________,  at  which a quorum  was  present  and  acting
      throughout.  Such resolutions have not been amended, modified or rescinded
      and  remain in full force and  effect  and such  resolutions  are the only
      resolutions adopted by the Company's Board of Directors,  or any committee
      thereof,  or the  shareholders of the Company relating to or affecting (i)
      the entering into and performance of the Common Stock Purchase  Agreement,
      or the  issuance,  offering  and  sale  of the  Purchase  Shares  and  the
      Commitment  Shares  and (ii) and the  performance  of the  Company  of its
      obligation under the Transaction Documents as contemplated therein.

            4. As of the  date  hereof,  the  authorized,  issued  and  reserved
      capital stock of the Company is as set forth on Exhibit D hereto.

      IN WITNESS  WHEREOF,  I have  hereunder  signed my name on this ___ day of
____________.

                                           _________________________
                                           Secretary

The  undersigned as ___________ of __________,  a ________  corporation,  hereby
certifies that ____________ is the duly elected, appointed, qualified and acting
Secretary of _________,  and that the signature  appearing  above is his genuine
signature.

                                   ___________________________________