EXHIBIT 4.9

                          SECURITIES PURCHASE AGREEMENT

      THIS  SECURITIES  PURCHASE  AGREEMENT  (this  "AGREEMENT"),  dated  as  of
December 18, 2003, by and among CAMINOSOFT CORP., a corporation  organized under
the laws of the State of California  (the  "COMPANY"),  and the purchasers  (the
"PURCHASERS") set forth on the execution pages hereof (the "EXECUTION PAGES").

                                   WITNESSETH:

      A. The  Company and each  Purchaser  are  executing  and  delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by the provisions of Regulation D ("REGULATION D"), as promulgated by the United
States  Securities and Exchange  Commission (the "SEC") under the Securities Act
of 1933, as amended (the "SECURITIES ACT").

      B. Each Purchaser desires to purchase,  severally and not jointly, subject
to the  terms  and  conditions  stated  in this  Agreement,  (i)  shares  of the
Company's  common stock,  no par value (the "COMMON  STOCK"),  in the respective
denominations   described  on  EXHIBIT  A  attached  hereto  (the  "SCHEDULE  OF
PURCHASERS"), and (ii) warrants (in each of the forms attached hereto as EXHIBIT
B-1 and EXHIBIT B-2, including any warrants issued in replacement  thereof,  the
"WARRANTS"),  to acquire shares of Common Stock in the respective  denominations
and types  described on the Schedule of  Purchasers.  The shares of Common Stock
issuable upon exercise of or otherwise  pursuant to the Warrants are referred to
herein as the "WARRANT SHARES."

      C. Contemporaneous with the execution and delivery of this Agreement,  the
parties hereto are executing and delivering a Registration  Rights  Agreement in
the form  attached  hereto as EXHIBIT C (the  "REGISTRATION  RIGHTS  AGREEMENT")
pursuant to which the Company has agreed to provide certain  registration rights
under the Securities Act and the rules and regulations  promulgated  thereunder,
and applicable state securities laws.

      NOW, THEREFORE, the Company and each Purchaser hereby agree as follows:

1.    CERTAIN DEFINITIONS.

      For  purposes  of this  Agreement,  the  following  terms  shall  have the
meanings ascribed to them as provided below:

      "AFFILIATE" or "AFFILIATES"  means, with respect to any Person,  any other
Person that  directly or  indirectly  controls,  is  controlled  by, or is under
common control with, such Person.

      "BUSINESS  DAY" shall mean any day on which the  principal  United  States
securities  exchange  or trading  market on which the Common  Stock is listed or
traded is open for business.

      "INVESTMENT  AMOUNT"  shall mean the dollar  amount to be  invested in the
Company at the Closing  pursuant to this Agreement by a Purchaser,  as set forth
on the Schedule of Purchasers.


                                       1
<PAGE>

      "LIEN" means any lien,  charge,  claim,  security  interest,  encumbrance,
right of first refusal or other restriction.

      "MATERIAL  ADVERSE EFFECT" shall mean an event that (i) adversely  affects
the validity,  legality or enforceability of any Transaction Document,  (ii) has
or results in a material  adverse effect on the results of  operations,  assets,
prospects, business or condition (financial or otherwise) of the Company and the
Subsidiaries, taken as a whole, or (iii) adversely impairs the Company's ability
to perform fully on a timely basis its obligations  under any of the Transaction
Documents; provided, that none of the following alone shall be deemed, in and of
itself,  to  constitute a Material  Adverse  Effect:  (i) a change in the market
price or trading volume of the Common Stock, or (ii) changes in general economic
conditions  or changes  affecting  the  industry in which the  Company  operates
generally  (as opposed to  Company-specific  changes) so long as such changes do
not have a disproportionate  effect on the Company and its Subsidiaries taken as
a whole.

      "OPTIONS"  means any  rights,  warrants  or  options to  subscribe  for or
purchase Common Stock.

      "PERSON" means an individual, corporation,  partnership, limited liability
company, trust, business trust, association, joint stock company, joint venture,
sole proprietorship,  unincorporated organization, governmental authority or any
other form of entity not specifically listed herein.

      "PROCEEDING"  means an action,  claim,  suit,  investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

      "SECURITIES" shall mean the Shares, the Warrants and the Warrant Shares.

      "SHARES"  means the  shares of Common  Stock to be issued  and sold by the
Company and purchased by the Purchasers at the Closing.

      "SUBSIDIARY" or "SUBSIDIARIES,"  when used with respect to subsidiaries of
the  Company in  Sections 3 or 4 of this  Agreement,  means or  includes  only a
"Significant  Subsidiary"  as  defined  in Rule 405 of  Regulation  C under  the
Securities Act.

      "TRANSACTION  DOCUMENTS"  means  this  Agreement  (and  its  Exhibits  and
Schedules),  the  Warrants,  the  Registration  Rights  Agreement  and any other
documents  or   agreements   executed  in  connection   with  the   transactions
contemplated hereunder.

      "TRANSFER  AGENT" shall mean the Company's  transfer  agent  (currently US
Stock Transfer Corporation).

2.    PURCHASE AND SALE OF SHARES AND WARRANTS.

      a. GENERALLY.  Except as otherwise  provided in this Section 2 and subject
to the  satisfaction  (or waiver) of the  conditions  set forth in Section 6 and
Section 7 below,  each  Purchaser  shall purchase from the Company the number of
Shares and  Warrants  determined  as provided in this Section 2, and the Company
shall issue and sell such number of Shares and  Warrants to each  Purchaser  for
such Purchaser's  Investment  Amount as provided below. The Company's  agreement
with  each of the  Purchasers  is a  separate  agreement,  and  the  sale of the
Securities to each of the Purchasers is a separate sale.


                                       2
<PAGE>

      b. NUMBER OF CLOSING SHARES AND WARRANTS; FORM OF PAYMENT; CLOSING DATE.

            (i) On the Closing Date (as defined  below),  the Company shall sell
and each Purchaser  shall buy (A) the number of Shares set forth on the Schedule
of Purchasers  for the purchase  prices set forth on the Schedule of Purchasers,
and (B) Warrants  exercisable  for shares of Common Stock equal to the number of
Shares set forth on the Schedules of Purchasers and in the respective  forms set
forth  thereon.  On the Closing Date,  each  Purchaser  shall pay the Company an
amount equal to such Purchaser's Investment Amount.

            (ii) On the Closing Date,  each  Purchaser  shall pay its Investment
Amount by wire transfer to the Company, in accordance with the Company's written
wiring instructions  (PROVIDED,  HOWEVER, that BFSUS Special Opportunities Trust
plc shall have  until the close of  business  on  December  23,  2003 to pay its
Investment   Amount),   against  delivery  to  Kirkpatrick  &  Lockhart  LLP  of
certificates  representing  the Shares (no later than the close of  business  on
December 24, 2003) and duly executed Warrants being purchased by such Purchaser,
and the Company shall deliver such Shares and Warrants  against delivery of such
Purchaser's Investment Amount.

            (iii)  Subject to the  satisfaction  (or  waiver) of the  conditions
thereto  set forth in  Section 6 and  Section 7 below,  the date and time of the
sale of the Shares and the Warrants  pursuant to this Agreement (the  "CLOSING")
shall be 3:00 p.m.  Dallas time on December  18, 2003 or such other date or time
as the  Purchasers  and the Company may mutually  agree  ("CLOSING  DATE").  The
Closing  shall he held at the offices of  Kirkpatrick & Lockhart LLP, 2828 North
Harwood  Street,  Suite  1800,  Dallas,  Texas  75201 or at such other  place as
Purchasers and the Company may otherwise mutually agree.

3.    THE PURCHASER'S REPRESENTATIONS AND WARRANTIES.

      Each  Purchaser  jointly and not severally  represents and warrants to the
Company as follows:

      a. PURCHASE FOR OWN ACCOUNT.  The Purchaser is purchasing  the  Securities
for the  Purchaser's  own  account  and not  with a  present  view  towards  the
distribution thereof. The Purchaser understands that the Purchaser must bear the
economic risk of this investment,  unless the Securities are registered pursuant
to the Securities Act and any applicable state securities or blue sky laws or an
exemption  from such  registration  is  available,  and that the  Company has no
present intention of registering any such Securities.  Notwithstanding  anything
in this Section 3(a) to the contrary,  by making the  foregoing  representation,
the  Purchaser  does not agree to hold the  Securities  for any minimum or other
specific term and reserves the right to dispose of the Securities at any time in
accordance  with or pursuant to a  registration  statement or an exemption  from
registration  under the Securities Act and any applicable state securities laws;
provided,  that in the case of any  transfer  of the  Securities  pursuant to an
exemption,  such transfer is made in accordance  with the  provisions of Section
3(e).


                                       3
<PAGE>


      b. INFORMATION.  The Purchaser has been furnished all materials (excluding
any  material  nonpublic  information)  relating to the  business,  finances and
operations of the Company and its  Subsidiaries  and  materials  relating to the
offer and sale of the Securities that have been requested by the Purchaser.  The
Purchaser has been afforded the opportunity to ask questions of the Company.

      c. GOVERNMENTAL  REVIEW.  The Purchaser  understands that no United States
federal  or state  agency or any other  government  or  governmental  agency has
passed upon or made any recommendation or endorsement of the Securities.

      d. AUTHORIZATION;  ENFORCEMENT.  The Purchaser has the requisite power and
authority to enter into and perform its obligations  under this Agreement and to
purchase the Shares and the Warrants in accordance  with the terms hereof.  This
Agreement has been duly and validly authorized, executed and delivered on behalf
of  the  Purchaser  and is a  valid  and  binding  agreement  of  the  Purchaser
enforceable  against the  Purchaser  in  accordance  with its terms,  subject to
applicable  bankruptcy,  insolvency,   reorganization,   moratorium,  fraudulent
transfer and other laws affecting  creditors' rights and remedies  generally and
to general principles of equity (regardless of whether  enforcement is sought in
a proceeding at law or in equity).

      e. TRANSFER OR RESALE.  The Purchaser  understands that (i) the Securities
have not been registered  under the Securities Act or any state securities laws,
and except as provided in the Registration Rights Agreement,  the Securities are
not being  registered under the Securities Act or any state securities laws, and
may not be transferred  unless (a)  subsequently  registered  thereunder or sold
pursuant to and in accordance with Rule 144 under the Securities Act, or (b) the
Purchaser  shall have delivered to the Company an opinion of counsel  reasonably
acceptable to the Company (which  opinion shall be in form,  substance and scope
customary for opinions of counsel in comparable transactions) to the effect that
the  Securities to be sold or transferred  may be sold or  transferred  under an
exemption  from such  registration,  and (ii)  neither the Company nor any other
Person is under any obligation to register such Securities  under the Securities
Act or any state  securities  laws or to comply with the terms and conditions of
any exemption thereunder,  in each case, other than pursuant to the Registration
Rights Agreement.

      f. LEGENDS. The Purchaser understands that the Shares, and until such time
as the Warrants convert to Warrant Shares, the Warrants,  may bear a restrictive
legend in substantially the following form:

            NEITHER  THESE  SECURITIES  NOR  THE  SECURITIES  INTO  WHICH  THESE
            SECURITIES ARE EXERCISABLE  HAVE BEEN REGISTERED WITH THE SECURITIES
            AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
            RELIANCE UPON AN EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES
            ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  or the securities
            laws of any state of the United States.  The securities  represented
            hereby  may not be offered  or sold in the  absence of an  effective
            registration   statement  for  the   securities   under   applicable
            securities  laws  unless  offered,  sold  or  transferred  under  an
            available  exemption  from the  registration  requirements  of those
            laws.  NOTWITHSTANDING  THE  FOREGOING,  THESE  SECURITIES  AND  THE
            SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED
            IN  CONNECTION  WITH A BONA FIDE  MARGIN  ACCOUNT  OR OTHER  LOAN OR
            FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.


                                       4
<PAGE>


      Certificates  evidencing  Securities shall not be required to contain such
legend or any other  legend  (i) while a  registration  statement  covering  the
resale of such  Securities is effective  under the  Securities  Act provided the
Purchasers at the time any of the Purchasers  request a removal of the legend on
any certificate  evidencing all or any portion of such Securities or to transfer
any of the same (or a broker acting on such Purchaser's  behalf) provides to the
Company (or to the TRANSFER AGENT on the Company's  behalf)  reasonable  written
assurances to the effect that any of the Shares or Warrant  Shares,  as the case
may be,  sold or to be sold by such  Purchasers  have been,  or will be, sold in
accordance  with the plan of  distribution  set forth in the  prospectus  and in
compliance with the prospectus  delivery  requirements under the Securities Act,
or (ii) following any sale of such Securities pursuant to and in accordance with
Rule 144, or (iii) if such  Securities  are eligible for sale under Rule 144(k),
or (iv) if such legend is not  required  under  applicable  requirements  of the
Securities Act (including judicial  interpretations and pronouncements issued by
the Staff of the SEC). Following the effective date or at such earlier time as a
legend is no longer required for such Securities, the Company will no later than
three (3) Business Days  following the delivery by a Purchaser to the Company or
the  TRANSFER  AGENT of a legended  certificate  representing  such  Securities,
deliver or cause to be delivered to such  Purchaser a  certificate  representing
such Securities that is free from all restrictive and other legends. The Company
may not make any  notation on its records or give  instructions  to any TRANSFER
AGENT of the Company that enlarge the restrictions on transfer set forth in this
Section 3(f).

      The Company acknowledges and agrees that a Purchaser may from time to time
pledge  or  grant  a  security  interest  in some  or all of the  Securities  in
connection  with a bona  fide  margin  agreement  or  other  loan  or  financing
arrangement  secured by the Securities  and, if required under the terms of such
agreement,  loan or arrangement,  such Purchaser may transfer pledged or secured
Securities to the pledgees or secured  parties.  Such a pledge or transfer would
not be subject to approval of the Company and no legal  opinion of the  pledgee,
secured  party or pledgor shall be required in  connection  therewith,  but such
legal opinion may be required in connection with a subsequent transfer following
default by the Purchaser  transferee of the pledge.  Further, no notice shall be
required of such pledge.  At the appropriate  Purchaser's  expense,  the Company
will execute and deliver such reasonable  documentation  as a pledgee or secured
party of  Securities  may  reasonably  request  in  connection  with a pledge or
transfer of the Securities, including the preparation and filing of any required
prospectus  supplement  under  Rule  424(b)(3)  of the  Securities  Act or other
applicable  provision of the Securities Act to  appropriately  amend the list of
selling stockholders thereunder.


                                       5
<PAGE>


      g. INVESTOR STATUS.  The Purchaser is an "ACCREDITED  INVESTOR" within the
meaning of Rule 501 Regulation D under the Securities  Act. In the normal course
of its business, it invests in or purchases securities similar to the Securities
and it has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of purchasing the Securities.

      h. RESTRICTED  SECURITIES.  The Purchaser  understands that the Securities
are characterized as "restricted  securities" under the U.S. federal  securities
laws inasmuch as they are being  acquired from the Company in a transaction  not
involving a public offering and that under such laws and applicable  regulations
such securities may be resold without registration under the Securities Act only
in certain limited circumstances.

4.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      The Company represents and warrants to each Purchaser as follows:

      a.   ORGANIZATION  AND   QUALIFICATION.   Each  of  the  Company  and  its
Subsidiaries is a corporation  duly organized and existing under the laws of the
jurisdiction in which it is incorporated,  and has the requisite corporate power
to own its properties and to carry on its 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 the nature
of the business conducted by it makes such qualification necessary and where the
failure so to qualify would have a Material  Adverse Effect.  The Company has no
direct or indirect Subsidiaries other than those listed in SCHEDULE 4(A). Except
as disclosed in SCHEDULE 4(A), the Company owns, directly or indirectly,  all of
the capital stock or comparable  equity  interests of each  Subsidiary  free and
clear of any Lien, and all the issued and outstanding shares of capital stock or
comparable  equity interests of each Subsidiary are validly issued and are fully
paid, non-assessable and free of preemptive and similar rights.

      b. AUTHORIZATION; ENFORCEMENT. (i) The Company has the requisite corporate
power and  authority  to enter  into and  perform  its  obligations  under  this
Agreement, the Warrants and the Registration Rights Agreement, to issue and sell
the Shares and the Warrants in accordance with the terms hereof and to issue the
Warrant Shares upon exercise of the Warrants in accordance with the terms of the
Warrants;  (ii) the execution,  delivery and performance of this Agreement,  the
Warrants  and  the  Registration   Rights  Agreement  by  the  Company  and  the
consummation  by  it  of  the  transactions   contemplated  hereby  and  thereby
(including, without limitation, the reservation for issuance and issuance of the
Shares and the  issuance of the Warrants  and the  reservation  for issuance and
issuance of the Warrant Shares) have been duly authorized by the Company's Board
of Directors and no further consent or authorization  of the Company,  its Board
of Directors or its shareholders is required; (iii) this Agreement has been duly
executed and delivered by the Company; and (iv) this Agreement constitutes, and,
upon execution and delivery by the Company and the other parties  thereto to the
extent  required of the  Registration  Rights  Agreement and the Warrants,  such
agreements  will  constitute,  valid  and  binding  obligations  of the  Company
enforceable  against  the Company in  accordance  with their  respective  terms,
subject  to  applicable  bankruptcy,  insolvency,  reorganization,   moratorium,
fraudulent  transfer  and other laws  affecting  creditors'  rights and remedies
generally and to general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity).


                                       6
<PAGE>


      c. CAPITALIZATION. The capitalization of the Company as of the date hereof
is set forth on SCHEDULE  4(C),  including the  authorized  capital  stock,  the
number of shares  issued  and  outstanding,  the number of shares  issuable  and
reserved for issuance  pursuant to the Company's stock option plans,  the number
of shares issuable and reserved for issuance pursuant to securities  exercisable
for, or convertible into or exchangeable for any shares of capital stock. All of
such  outstanding  shares of the  Company's  capital  stock have  been,  or upon
issuance will be, validly issued,  fully paid and  nonassessable.  Except as set
forth on SCHEDULE 4(C), no shares of capital stock of the Company (including the
Shares  and the  Warrant  Shares)  or any of the  Subsidiaries  are  subject  to
preemptive rights or any other similar rights of the shareholders of the Company
or any liens or  encumbrances.  Except for the  Securities  and as  disclosed in
SCHEDULE  4(C), as of the date of this  Agreement,  (i) there are no outstanding
options,  warrants,  scrip,  rights to subscribe to, calls or commitments of any
character  whatsoever to which the Company or any of its Subsidiaries is a party
relating to the issuance by the Company or any of its Subsidiaries of securities
or rights  convertible  into or  exercisable or  exchangeable  for any shares of
capital  stock of the Company or any of its  Subsidiaries,  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 such Subsidiaries, and (ii)
there are no  agreements or  arrangements  under which the Company or any of its
Subsidiaries is obligated to register the sale of any of its or their securities
under the Securities Act (except the Registration  Rights Agreement).  Except as
set forth on SCHEDULE 4(C),  there are no securities or  instruments  containing
anti-dilution or similar provisions that may be triggered by the issuance of the
Securities in accordance with the terms of this  Agreement,  the Warrants or the
Registration  Rights Agreement and the holders of the securities and instruments
listed on such  SCHEDULE  4(C) have  waived any rights  they may have under such
anti-dilution  or similar  provisions  in  connection  with the  issuance of the
Securities in accordance with the terms of this  Agreement,  the Warrants or the
Registration Rights Agreement.  The Company has made available to each Purchaser
true and correct copies of the Company's  Articles of Incorporation as in effect
on the date hereof  ("ARTICLES OF  INCORPORATION"),  the Company's By-laws as in
effect  on the  date  hereof  (the  "BY-LAWS")  and all  other  instruments  and
agreements governing securities  convertible into or exercisable or exchangeable
for capital  stock of the Company,  except for stock  options  granted under any
benefit plan of the Company.

      d. ISSUANCE OF SHARES.  The Shares are duly authorized and when issued and
paid for in accordance with the terms hereof, will be validly issued, fully paid
and non-assessable,  and free from all taxes and Liens (other than those imposed
through acts or omissions of the  Purchaser  thereof) and will not be subject to
preemptive  rights or other similar rights of shareholders  of the Company.  The
Warrant Shares are duly authorized and reserved for issuance, and, upon exercise
of the Warrants in accordance  with the terms thereof,  will be validly  issued,
fully  paid and  non-assessable  and free from all taxes and Liens  (other  than
those imposed  through acts or omissions of the Purchaser  thereof) and will not
be subject to preemptive  rights or other similar rights of  shareholders of the
Company.


                                       7
<PAGE>


      e.  NO  CONFLICTS.  The  execution,   delivery  and  performance  of  this
Agreement,  the  Registration  Rights Agreement and the Warrants 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 Shares and the Warrant  Shares and the issuance of the Warrants)
will  not  (i)  conflict  with or  result  in a  violation  of the  Articles  of
Incorporation  or 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 (assuming the accuracy of the
representations  and warranties of the Purchasers) the United States federal and
state securities laws and  regulations)  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, with respect to clause (ii), for such
conflicts, defaults, terminations, amendments, accelerations,  cancellations and
violations  as would  not,  individually  or in the  aggregate,  have a Material
Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation
of its Articles of Incorporation, By-laws and other organizational documents and
neither the Company nor any of its  Subsidiaries is in default (and no event has
occurred which,  with notice or lapse of time or both,  would put the Company or
any of its  Subsidiaries  in default)  under,  nor has there  occurred any event
giving others (with notice or lapse of time or both) 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,  except
for actual or possible violations, defaults or rights as would not, individually
or in the  aggregate,  have a Material  Adverse  Effect.  The  businesses of the
Company and its  Subsidiaries  are not being  conducted in violation of any law,
ordinance  or  regulation  of any  governmental  entity,  except  for  actual or
possible  violations,  if any, the  sanctions  for which either singly or in the
aggregate  would not have a  Material  Adverse  Effect.  Except as  specifically
contemplated by this Agreement and as required under the Securities Act (and the
rules  promulgated  thereunder)  and any applicable  state  securities  laws and
assuming the accuracy of the  representations  and warranties of the Purchasers,
the Company is not required to obtain any consent,  approval,  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  this  Agreement  (including
without  limitation the issuance and sale of the Shares and Warrants as provided
hereby),  the Warrants (including without limitation the issuance of the Warrant
Shares) or the Registration  Rights  Agreement,  in each case in accordance with
the terms hereof or thereof.

      f. SEC DOCUMENTS; FINANCIAL STATEMENTS; CERTAIN ARRANGEMENTS.

            (i) Except as set forth on SCHEDULE 4(F)(I), since November 1, 2002,
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  Securities
Exchange  Act of 1934,  as  amended  (the  "EXCHANGE  ACT"),  and has  filed all
registration  statements and other documents required to be filed by it with the
SEC pursuant to the Securities 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 herein  as the "SEC  DOCUMENTS").  The  Company  has made  publicly
available  via the SEC's  Electronic  Data  Gathering,  Analysis  and  Retrieval
(EDGAR)  system  true and  complete  copies  of the SEC  Documents.  As of their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the Exchange Act or the Securities Act, as the case may be, 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, 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.  Any statements made in any such SEC Documents that are or were
required to be updated or amended under  applicable  law have been so updated or
amended.  As of their respective dates, the financial  statements of the Company
included in the SEC Documents  complied in all material respects with applicable
accounting  requirements  and the  published  rules and  regulations  of the SEC
applicable with respect thereto. Such financial statements have been prepared in
accordance  with  United  States  generally  accepted   accounting   principles,
consistently  applied,  during  the  periods  involved  (except  in the  case of
unaudited  interim  statements,  to the extent they may not include footnotes or
may be  condensed  or summary  statements)  and fairly  present in all  material
respects the consolidated financial position of the Company and its Subsidiaries
as of the dates thereof and the results of their  operations  and cash flows for
the periods then ended (subject, in the case of unaudited statements,  to normal
and  recurring  year-end  audit  adjustments).  Except  as set  forth in the SEC
Documents, the Company has no liabilities,  contingent or otherwise,  other than
(i) liabilities  incurred in the ordinary  course of business  subsequent to the
date of such SEC Documents and (ii) obligations  under contracts and commitments
incurred in the ordinary  course of business and not  required  under  generally
accepted  accounting  principles  to be reflected in such SEC  Documents,  which
liabilities and obligations referred to in clauses (i) and (ii), individually or
in the aggregate, would not have a Material Adverse Effect.

                                       8
<PAGE>



            (ii) The Company does not have any "off-balance sheet arrangements."
For purposes of the preceding  sentence,  "off-balance  sheet arrangement" means
with respect to any Person, any securitization  transaction to which it is party
and any other transaction,  agreement or other contractual  arrangement to which
an entity unconsolidated with that Person is a party, under which it, whether or
not a  party  to the  arrangement,  has,  or in the  future  may  have:  (a) any
obligation under a direct or indirect  guarantee or similar  arrangement;  (b) a
retained or  contingent  interest  in assets  transferred  to an  unconsolidated
entity or similar arrangement; (c) derivatives to the extent that the fair value
thereof  is not  fully  reflected  as a  liability  or  asset  in the  financial
statements;  or  (d)  any  obligation  or  liability,   including  a  contingent
obligation  or  liability,  to the extent that it is not fully  reflected in the
financial  statements  (excluding  the  footnotes  thereto)  (for this  purpose,
obligations  or  liabilities  that  are not  fully  reflected  in the  financial
statements  (excluding the footnotes thereto) include,  without limitation:  (i)
obligations  that are not  classified  as a  liability  according  to  generally
accepted accounting  principles;  (ii) contingent liabilities as to which, as of
the date of the  financial  statements,  it is not probable that a loss has been
incurred or, if probable, is not reasonably  estimable;  or (iii) liabilities as
to which the amount  recognized  in the  financial  statements  is less than the
reasonably possible maximum exposure to loss under the obligation as of the date
of the financial statements,  but exclude contingent  liabilities arising out of
litigation,   arbitration  or  regulatory  actions  (not  otherwise  related  to
off-balance sheet  arrangements)).  SCHEDULE 4(F)(II) identifies all outstanding
guarantees,  letters of  credit,  performance  bonds,  assurance  bonds,  surety
agreements,  indemnity  agreements  and  any  other  legally  binding  forms  of
assurance or guaranty in connection with the business of the Company.

      g.  ABSENCE  OF  CERTAIN  CHANGES.  Since the date of the  latest  audited
financial  statements included within the SEC Documents,  except as specifically
disclosed  in the SEC  Documents,  (i) there has been no  event,  occurrence  or
development  that,  individually  or in the  aggregate,  has had or  that  could
reasonably be expected to result in a Material Adverse Effect,  (ii) the Company
has not incurred any liabilities  (contingent or otherwise) other than (A) trade
payables  and  accrued  expenses  incurred  in the  ordinary  course of business
consistent  with past practice and (B)  liabilities not required to be reflected
in the Company's financial  statements pursuant to generally accepted accounting
principles  or required to be disclosed in filings made with the SEC,  (iii) the
Company  has not  altered  its  method  of  accounting  or the  identity  of its
auditors, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any
agreements  to purchase or redeem any shares of its capital  stock,  and (v) the
Company  has not  issued any  equity  securities  to any  officer,  director  or
Affiliate,  except pursuant to existing  Company stock option and stock purchase
plans.


                                       9
<PAGE>


      h. ABSENCE OF LITIGATION.  Except as disclosed in the SEC Documents, 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,  threatened  against  or  affecting  the
Company,  or any of its  Subsidiaries,  or any of their directors or officers in
their capacities as such which would have a Material Adverse Effect.

      i. INTELLECTUAL PROPERTY. The Company and each of its Subsidiaries owns or
is licensed  to use all  patents,  patent  applications,  trademarks,  trademark
applications,  trade names, service marks,  copyrights,  copyright applications,
licenses, permits, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures) and
other similar rights and  proprietary  knowledge  (collectively,  "INTANGIBLES")
necessary for the conduct of its business as now being conducted and as proposed
to be conducted.  Except as disclosed in the SEC Documents,  neither the Company
nor any of its  Subsidiaries  has received  written notice that it is infringing
upon or in conflict with any third party Intangibles. Except as disclosed in the
SEC Documents,  neither the Company nor any of its Subsidiaries has entered into
any consent,  indemnification,  forbearance to sue or settlement agreements with
respect to the validity of the Company's or such Subsidiary's ownership or right
to use its Intangibles. The Intangibles are valid and enforceable,  and, without
the Company intending to allow such result, no registration relating thereto has
lapsed,  expired or been abandoned or canceled or is the subject of cancellation
or other adversarial proceedings,  and all applications therefor are pending and
in good  standing.  The Company has complied  with its  contractual  obligations
relating to the  protection  of the  Intangibles  used pursuant to licenses with
such exceptions that would not and will not have a Material  Adverse Effect.  To
the Company's knowledge, no Person is infringing on or violating the Intangibles
owned or used by the Company.

      j.  ENVIRONMENT.  Except as disclosed in the SEC Documents (i) there is no
environmental  liability,  nor factors likely to give rise to any  environmental
liability,  affecting  any  of  the  properties  of  the  Company  or any of its
Subsidiaries  that,  individually  or in the  aggregate,  would  have a Material
Adverse  Effect and (ii)  neither the Company  nor any of its  Subsidiaries  has
violated any  environmental  law  applicable  to it now or previously in effect,
other  than  such  violations  or  infringements  that,  individually  or in the
aggregate, have not had and will not have a Material Adverse Effect.

      k. TITLE.  The Company and each of its  Subsidiaries has good title in fee
simple to all real property and good title to all personal  property owned by it
which is material to its business, free and clear of all liens, encumbrances and
defects except for such defects in title that, individually or in the aggregate,
would not have a Material Adverse Effect.  Any real property and facilities held
under lease by the Company or any of its Subsidiaries are held by the Company or
such  Subsidiary  under  valid,  subsisting  and  enforceable  leases  with such
exceptions which have not had and will not have a Material Adverse Effect.


                                       10
<PAGE>


      l.  INSURANCE.  Except as disclosed in the SEC Documents,  the Company and
its Subsidiaries maintain such insurance relating to their business, operations,
assets,  key-employees  and officers and  directors as is  appropriate  to their
business,  assets and operations,  in such amounts and against such risks as are
customarily  carried and  insured  against by owners of  comparable  businesses,
assets and  operations,  and such  insurance  coverage will be continued in full
force and effect to and including the Closing Date other than insurance coverage
in respect of which the failure to  continue in full force and effect  would not
reasonably be expected to have a Material Adverse Effect.

      m. NO BROKERS. No brokerage or finder's fees or commissions are or will be
payable by the Company to any broker,  financial advisor or consultant,  finder,
placement  agent,  investment  banker,  bank or other Person with respect to the
transactions  contemplated  by this  Agreement and the Company has not taken any
action  that  would  cause  any  Purchaser  to be  liable  for any such  fees or
commissions.

      n. TAX STATUS.  The Company and each of its Subsidiaries has made or filed
all material federal, state and local income and all other tax returns,  reports
and declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company or the  applicable  Subsidiary has set aside
on its books  provisions  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 provisions  adequate for the payment of all taxes for periods
subsequent to the periods to which such returns,  reports or declarations apply.
There are no material unpaid taxes claimed to be due by the taxing  authority of
any  jurisdiction.  The  Company has not  executed a waiver with  respect to any
statute of limitations  relating to the assessment or collection of any federal,
state or local tax.  None of the  Company's  tax  returns  have been or is being
audited by any taxing authority.

      o. NO GENERAL  SOLICITATION.  Neither the Company nor to the  knowledge of
the Company any Person participating on the Company's behalf in the transactions
contemplated  hereby  has  conducted  any  "general  solicitation"  or  "general
advertising"  as such terms are used in Regulation D, with respect to any of the
Securities being offered hereby.

      p. SECURITIES LAWS. Neither the Company, nor any Affiliate of the Company,
nor any  Person  acting  on its  behalf or on  behalf  of such  Affiliate,  has,
directly or  indirectly,  made any offers or sales of any  security or solicited
any  offers  to  buy  any  security  under   circumstances  that  would  require
registration of the Securities  being offered hereby under the Securities Act or
cause this offering of Securities  to be integrated  with any prior  offering of
securities of the Company for purposes of the Securities Act. Assuming the truth
and accuracy of the Purchasers'  representations and warranties, the offer, sale
and  delivery of shares of Common Stock upon  exercise of the  Warrants  will be
exempt from the registration requirements of Section 5 of the Securities Act.

      q. INTENTIONALLY DELETED.


                                       11
<PAGE>


      r.  DISCLOSURE.  All disclosure  provided to the Purchasers  regarding the
Company, its business and the transactions anticipated hereby, including the SEC
Documents and the Schedules and Exhibits to this  Agreement,  furnished by or on
behalf of the  Company or filed with the SEC,  are true and  correct  and do not
contain any untrue  statement  of a material  fact or omit to state any material
fact necessary in order to make the statements made therein, in the light of the
circumstances  under  which  they  were  made,  not  misleading.   No  event  or
circumstance  has occurred or information  exists with respect to the Company or
any  of  its  Subsidiaries  or its or  their  business,  properties,  prospects,
operations  or  financial  conditions,  which,  under  applicable  law,  rule or
regulation,  requires public disclosure or announcement by the Company but which
has not been so publicly  announced or disclosed.  The Company  acknowledges and
agrees that no Purchaser  makes or has made any  representations  or  warranties
with  respect  to  the  transactions   contemplated   hereby  other  than  those
specifically set forth in Section 3.

      s. INTERNAL ACCOUNTING CONTROLS. The Company and the Subsidiaries maintain
a system of  internal  accounting  controls  sufficient  to  provide  reasonable
assurance that (i)  transactions  are executed in accordance  with  management's
general or specific authorizations,  (ii) transactions are recorded as necessary
to permit  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  consistently  applied  and to  maintain  asset
accountability,  (iii) access to assets is  permitted  only in  accordance  with
management's   general  or  specific   authorization,   and  (iv)  the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate action is taken with respect to any differences.

      t.  TRANSACTIONS  WITH  AFFILIATES AND  EMPLOYEES.  Except as set forth on
SCHEDULE  4(T) or as  disclosed  in the SEC  Documents,  none of the officers or
directors  of the Company  and, to the  knowledge  of the  Company,  none of the
employees  of the  Company  is  presently  a party to any  transaction  with the
Company or any  Subsidiary  (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 entity in
which any officer,  director, or any such employee has a substantial interest or
is an officer, director, trustee or partner. Since November 1, 2002, the Company
has not (i) extended or maintained credit, arranged for the extension of credit,
or renewed an extension of credit,  in the form of a personal loan to or for any
director or executive  officer (or equivalent  thereof) of the Company,  or (ii)
materially  modified any term of any such  extension or  maintenance  of credit.
Schedule  4(t)  identifies  any loan or  extension of credit  maintained  by the
Company  or any of its  Subsidiaries  to which the  second  sentence  of Section
13(k)(1) of the Exchange Act applies.

5.    COVENANTS AND OTHER AGREEMENTS.

      a.  SATISFACTION  OF  CONDITIONS.  The parties shall use their  reasonable
efforts  to  satisfy  in a timely  manner  each of the  conditions  set forth in
Section 6 and Section 7 of this Agreement.

      b. FORM D; BLUE SKY LAWS. The Company agrees to file a Form D with respect
to the Securities as required  under  Regulation D and to provide a copy thereof
to each Purchaser  promptly after such filing.  The Company shall,  on or before
the Closing Date, take such action as the Company shall reasonably  determine is
necessary to qualify the Securities for sale to the Purchasers  pursuant to this
Agreement  under  applicable  securities or "blue sky" laws of the states of the
United States or obtain exemption  therefrom,  and shall provide evidence of any
such action so taken to each Purchaser on or prior to the Closing Date.


                                       12
<PAGE>


      c.  REPORTING  STATUS.  So  long  as a  Purchaser  beneficially  owns  any
Securities  or has  the  right  to  acquire  any  Securities  pursuant  to  this
Agreement,  the  Company  shall use all  reasonable  efforts to timely  file all
reports required to be filed with the SEC pursuant to the Exchange Act and shall
not  terminate  its  status  as an issuer  required  to file  reports  under the
Exchange Act even if the Exchange  Act or the rules and  regulations  thereunder
would permit such  termination  (except to the extent all  Purchasers can freely
resell the Securities under Rule 144(k) under the Securities Act).

      d. USE OF PROCEEDS.  The Company  shall use the net proceeds from the sale
of the Shares and the  Warrants  for  general  corporate  purposes  and  working
capital,  but in no event shall the Company use such net proceeds to  repurchase
any outstanding securities of the Company.

      e. FINANCIAL INFORMATION.

                  (i)  During  the  Registration   Period  (as  defined  in  the
            Registration  Rights Agreement),  the Company agrees to send to each
            Purchaser  within  ten days after the  filing  with the SEC,  to the
            extent not available  through the SEC's EDGAR system,  a copy of its
            Annual Report on Form 10-K, its Quarterly  Reports on Form 10-Q, its
            proxy and  information  statements  and any Current  Reports on Form
            8-K.

                  (ii) Beginning the date hereof,  the Company will provide RENN
            Capital Group, Inc., an affiliate of the Purchasers ("RENN"), with a
            weekly report  showing the balance of cash  available  plus accounts
            receivable under 120 days.

      f.  RESERVATION  OF SHARES.  The  Company  has and shall at all times have
authorized  and  reserved  for the  purpose of issuance a  sufficient  number of
shares of Common  Stock to provide for the issuance of the Shares as provided in
Section 2 hereof,  and the full exercise of the Warrants and the issuance of the
Warrant Shares in connection  therewith and as otherwise  required hereby and by
the Warrants.  The Company shall not reduce the number of shares of Common Stock
reserved for issuance under this  Agreement  (except as a result of the issuance
of the Shares  hereunder) or the Warrants (except as a result of the issuance of
the Warrant Shares upon the exercise of the Warrants) or the Registration Rights
Agreement, without the consent of the Purchasers.

      g.  LISTING.  The  Company  will  apply for the  listing of the Shares and
Warrant  Shares,  in each  case,  upon each  national  securities  exchange  and
automated  quotation  system, if any, upon which shares of Common Stock are then
listed or quoted and shall maintain, so long as any other shares of Common Stock
shall be so  listed,  such  listing  of all  Shares  from time to time  issuable
hereunder and all Warrant Shares from time to time issuable upon exercise of the
Warrants.

      h. NO INTEGRATED OFFERINGS. The Company shall not make any offers or sales
of any  security  (other than the  Securities)  under  circumstances  that would
require registration of the Securities being offered or sold hereunder under the
Securities  Act or cause this offering of  Securities to be integrated  with any
other non-exempt offering of securities.


                                       13
<PAGE>


      i.  FURNISHING OF INFORMATION.  As long as any Purchaser owns  Securities,
the Company  covenants to timely file (or obtain  extensions in respect  thereof
and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to the Exchange Act. Upon the request
of any  Purchaser,  the  Company  shall  deliver  to such  Purchaser  a  written
certification  of a duly  authorized  officer as to whether it has complied with
the  preceding  sentence.  During the earlier of (i) the date two (2) years from
the  Closing  Date or (ii) as long  as any  Purchaser  owns  Securities,  if the
Company is not required to file reports  pursuant to such laws,  it will prepare
and furnish to the  Purchasers  and make publicly  available in accordance  with
paragraph (c) of Rule 144 such  information as is required for the Purchasers to
sell the Securities  under Rule 144. The Company further  covenants that it will
take such further action as any holder of Securities  may reasonably  request to
satisfy  the  provisions  of Rule 144  applicable  to the  issuer of  securities
relating to transactions for the sale of securities pursuant to Rule 144.

      j.  INTEGRATION.  The Company shall not, and shall use its best efforts to
ensure that no Affiliate of the Company shall,  sell,  offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the  Securities  in a manner that would  require the  registration  under the
Securities Act of the sale of the Securities to the Purchasers.

      k.  INDEMNIFICATION.  If any  Purchaser  or any of its  Affiliates  or any
officer, director, partner, controlling Person, employee or agent of a Purchaser
or any of its Affiliates (a "RELATED  PERSON")  becomes involved in any capacity
in any  Proceeding  brought by or against any Person in connection  with or as a
result of any  misrepresentation,  breach or inaccuracy  of any  representation,
warranty, covenant or agreement made by the Company in any Transaction Document,
the Company will  indemnify and hold harmless such  Purchaser or Related  Person
for its  reasonable  legal  and  other  expenses  (including  the  costs  of any
investigation, preparation and travel) and for any losses incurred in connection
therewith,  as such expenses or losses are incurred,  excluding only losses that
result directly from such  Purchaser's or Related  Person's gross  negligence or
willful misconduct.  The  indemnification  obligations of the Company under this
paragraph  shall be in addition to any liability  that the Company may otherwise
have and shall be  binding  upon and  inure to the  benefit  of any  successors,
assigns,  heirs and personal  representatives  of the Purchasers and any Related
Persons.  The Company  also agrees that neither the  Purchasers  nor any Related
Persons shall have any liability to the Company or any Person  asserting  claims
on behalf of or in right of the Company in connection with or as a result of the
transactions  contemplated  by the Transaction  Documents,  except to the extent
that any losses  incurred by the Company  result  from the gross  negligence  or
willful  misconduct of the applicable  Purchaser or Related Person in connection
with such  transactions.  If the  Company  breaches  its  obligations  under any
Transaction Document, then, in addition to any other liabilities the Company may
have under any Transaction  Document or applicable law, the Company shall pay or
reimburse the Purchasers on demand for all costs of collection  and  enforcement
(including  reasonable  attorneys  fees  and  expenses).  Without  limiting  the
generality of the foregoing,  the Company  specifically  agrees to reimburse the
Purchasers on demand for all costs of enforcing the indemnification  obligations
in this paragraph.

      l. BOARD OF DIRECTORS.  The Company  shall cause up to two (2)  additional
members of the Board of Directors of the Company designated by the Purchasers to
be elected as members of the  Company's  Board of  Directors at any such time as
the Purchasers notify the Company of their intention to designate directors.


                                       14
<PAGE>


6.    CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

      The  obligation  of the  Company  hereunder  to issue and sell  Shares and
Warrants to a Purchaser at the Closing hereunder is subject to the satisfaction,
at or before the Closing  Date,  of each of the  following  conditions  thereto;
PROVIDED,  HOWEVER, that these conditions are for the Company's sole benefit and
may be waived by the Company at any time in its sole discretion.

      a.  Each  Purchaser  shall  have  executed  the  signature  pages  to this
Agreement and the  Registration  Rights  Agreement and delivered the same to the
Company.

      b. Each  Purchaser  shall have  delivered to the Company such  Purchaser's
Investment Amount in accordance with Section 2(b) above.

      c. The  representations and warranties of each Purchaser shall be true and
correct in all material respects as of the Closing Date and each Purchaser 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 such Purchaser at or prior to the Closing Date.

7.    CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS.

      The obligation of each Purchaser hereunder to purchase Shares and Warrants
to be purchased by it hereunder is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions, PROVIDED, HOWEVER, that these
conditions  are for such  Purchaser's  sole  benefit  and may be  waived by such
Purchaser at any time in such Purchaser's sole discretion:

      a. The Company shall have executed the signature  pages to this  Agreement
and the Registration Rights Agreement and delivered the same to the Purchaser.

      b.  The  Company  shall  have  delivered  duly  executed   Transfer  Agent
Instructions  executed by the  Company  and  delivered  to and  acknowledged  in
writing by the Transfer Agent in the form attached  hereto as EXHIBIT D in order
to ensure  delivery to Kirkpatrick & Lockhart LLP of duly executed  certificates
representing  the number of Shares and duly  executed  Warrants  as  provided in
Section 2(b) hereof.

      c. The  representations  and  warranties  of the Company shall be true and
correct in all material  respects as of the Closing  Date and the Company  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 Company at or prior to the Closing  Date.  The
Purchaser  shall have received a certificate,  executed on behalf of the Company
by its Chief  Executive  Officer  or Chief  Financial  Officer,  dated as of the
Closing Date, to the foregoing  effect and attaching  true and correct copies of
the  resolutions  adopted by the Company's  Board of Directors  authorizing  the
execution, delivery and performance by the Company of its obligations under this
Agreement, the Registration Rights Agreement and the Warrants.


                                       15
<PAGE>


8.    GOVERNING LAW MISCELLANEOUS.

      a. GOVERNING LAW; VENUE;  WAIVER OF JURY TRIAL.  All questions  concerning
the  construction,  validity,  enforcement and  interpretation of this Agreement
shall be governed by and construed  and enforced in accordance  with the laws of
the State of Texas. The Company and Purchasers hereby  irrevocably submit to the
exclusive  jurisdiction of the state and federal courts sitting in Dallas, Texas
for the  adjudication  of any dispute  brought by the  Company or any  Purchaser
hereunder, in connection herewith or with any transaction contemplated hereby or
discussed  herein  (including  with  respect  to the  enforcement  of any of the
transaction documents), and hereby irrevocably waive, and agree not to assert in
any suit,  action or  proceeding  brought by the Company or any  Purchaser,  any
claim that is not personally  subject to the  jurisdiction of any such court, or
that 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 via  registered  or
certified  mail or overnight  delivery (with evidence of delivery) to such party
at the address in effect for 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.  The Company and  Purchasers
hereby waive all rights to a trial by jury.

      b.   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
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 parties. This Agreement, once executed by a party, may be
delivered to the other  parties  hereto by facsimile  transmission  of a copy of
this Agreement  bearing the signature of the party so delivering this Agreement.
In the event any  signature is delivered  by facsimile  transmission,  the party
using such means of delivery shall cause the manually executed Execution Page(s)
hereof to be physically delivered to the other party within five (5) days of the
execution hereof.

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

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

      e.  ENTIRE  AGREEMENT;   AMENDMENTS;   WAIVER.   This  Agreement  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 Purchasers
make any representation,  warranty, covenant or undertaking with respect to such
matters.  No provision of this  Agreement may be waived or amended other than by
an instrument in writing signed by the Company and by the Purchasers. Any waiver
by the  Purchasers,  on the one hand,  or the Company,  on the other hand,  of a
breach of any provision of this  Agreement  shall not operate as or be construed
to be a waiver of any other  breach of such  provision  of or any  breach of any
other  provision  of  this  Agreement.  The  failure  of any  one or more of the
Purchasers,  on the one hand,  or the Company,  on the other hand to insist upon
strict  adherence to any term of this Agreement on one or more  occasions  shall
not be  considered  a waiver or deprive  that party of the right  thereafter  to
insist upon strict adherence to that term or any other term of this Agreement.


                                       16
<PAGE>


      f. NOTICES.  Any notices required or permitted to be given under the terms
of this Agreement  shall be sent by certified or registered mail (return receipt
requested) or delivered  personally or by courier or by confirmed telecopy,  and
shall be effective  five (5) days after being placed in the mail, if mailed,  or
upon  receipt or refusal of receipt,  if delivered  personally  or by courier or
confirmed  telecopy,  in each case addressed to a party.  The addresses for such
communications shall be:

          If to the Company:      CaminoSoft Corp.
                                  600 North Hampshire Road, Suite 105
                                  West Lake Village, California  91361
                                  Attn: Stephen Crosson, President
                                  Telephone:  (818) 707-2000
                                  Telecopier: (818) 707-1627

          With a copy to:         Loeb & Loeb LLP
                                  101000 Santa Monica Boulevard., Suite 2200
                                  Los Angeles, California 90067-4164
                                  Attn: David Ficksman, Esq.
                                  Telephone: (310) 282-2350
                                  Telecopier: (310) 282-2200

If to the Purchaser,  to the address set forth under the Purchaser's name on the
Execution  Page hereto  executed by such  Purchaser.  Each party hereto may from
time to time  change its  address or  facsimile  number for  notices  under this
Section 8 by giving at least ten (10) days' prior written notice of such changed
address or facsimile number, in the case of the Purchasers to the Company,  with
a copy to David Ficksman,  Esq., at the address  specified above in this Section
8(f) and in the case of the Company to all of the Purchasers.

          With a copy to:          Kirkpatrick & Lockhart LLP
                                   2828 North Harwood Street, Suite 1800
                                   Dallas, Texas 75201
                                   Telephone: (214) 939-4900
                                   Telecopier: (214) 939-4949
                                   Attn:  Norman R. Miller, Esq.

      g. SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors and permitted  assigns.  The
Company may not assign this  Agreement  or any rights or  obligations  hereunder
without the prior written  consent of the  Purchasers.  Any Purchaser may assign
its rights under this Agreement to any Person to whom such Purchaser  assigns or
transfers  any  Securities,  provided  such  transferee  agrees in writing to be
bound, with respect to the transferred Securities, by the provisions hereof that
apply to such  "Purchaser."  Notwithstanding  anything to the  contrary  herein,
Securities  may be assigned to any Person in connection  with a bona fide margin
account or other loan or financing arrangement secured by such Securities.


                                       17
<PAGE>


      h. THIRD PARTY  BENEFICIARIES.  This Agreement is intended for the benefit
of the parties hereto and their respective  successors and permitted assigns and
is not for the benefit  of, nor may any  provision  hereof be  enforced  by, any
other  Person,  except  that each  Related  Person is an  intended  third  party
beneficiary  and (in each case) may enforce the  indemnity  provisions  directly
against the parties with obligations thereunder.

      i.  SURVIVAL.  The  representations  and warranties of the Company and the
agreements   and   covenants   of  the   Company   shall   survive  the  Closing
notwithstanding any due diligence investigation conducted by or on behalf of the
Purchasers.  Moreover,  none of the  representations  and warranties made by the
Company  herein shall act as a waiver of any rights or remedies a Purchaser  may
have under applicable federal or state securities laws.

      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. JOINT  PARTICIPATION  IN  DRAFTING.  Each party to this  Agreement  has
participated in the negotiation and drafting of this Agreement, the Registration
Rights Agreement and the Warrants. As such, the language used herein and therein
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent,  and no rule of strict  construction  will be applied against any
party to this Agreement or the Warrants.

      l. DETERMINATIONS.  All consents, approvals and other determinations to be
made by the Purchasers pursuant to this Agreement and all waivers and amendments
to or of any provisions in this  Agreement to be binding upon a Purchaser  shall
be made by  Purchasers  that have  invested more than fifty percent (50%) of the
aggregate Investment Amounts invested by all Purchasers hereunder.

      m.  FEES AND  EXPENSES.  At the  Closing,  the  Company  shall pay to RENN
Capital Group,  Inc. its legal fees and expenses incurred in connection with the
preparation  and  negotiation  of the  Transaction  Documents,  which  fees  and
expenses are estimated at $7,000. In lieu of the foregoing payment, RENN Capital
Group,  Inc. may retain such amount at the Closing or require the Company to pay
such amount  directly to  Kirkpatrick  & Lockhart  LLP.  Except as expressly set
forth in the  Transaction  Documents to the  contrary,  each party shall pay the
fees and expenses of its advisers,  counsel,  accountants and other experts,  if
any, and all other expenses  incurred by such party incident to the negotiation,
preparation,  execution, delivery and performance of this Agreement. The Company
shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied
in connection with the issuance of the Securities.

      n. REPLACEMENT OF SECURITIES.  If any certificate or instrument evidencing
any Securities is mutilated,  lost, stolen or destroyed, the Company shall issue
or cause to be issued in exchange  and  substitution  for and upon  cancellation
thereof,  or  in  lieu  of  and  substitution  therefor,  a new  certificate  or
instrument,  but only upon receipt of evidence  reasonably  satisfactory  to the
Company  of such  loss,  theft  or  destruction  and  customary  and  reasonable
indemnity,  if requested.  The  applicants  for a new  certificate or instrument
under  such  circumstances  shall  also  pay any  reasonable  third-party  costs
associated with the issuance of such replacement Securities.


                                       18
<PAGE>


      o. REMEDIES. In addition to being entitled to exercise all rights provided
herein or granted by law, including recovery of damages,  each of the Purchasers
and the Company will be entitled to specific  performance  under the Transaction
Documents.  The  parties  agree  that  monetary  damages  may  not  be  adequate
compensation  for any loss  incurred  by  reason of any  breach  of  obligations
described in the foregoing  sentence and hereby agree to waive in any action for
specific  performance  of any such  obligation  the defense that a remedy at law
would be adequate.

      p.  ADJUSTMENTS  IN SHARE  NUMBERS AND  PRICES.  In the event of any stock
split,  subdivision,  dividend or distribution payable in shares of Common Stock
(or other securities or rights convertible into, or entitling the holder thereof
to receive directly or indirectly shares of Common Stock),  combination or other
similar  recapitalization  or  event  occurring  after  the  date  hereof,  each
reference in any Transaction Document to a number of shares or a price per share
shall be amended to appropriately account for such event.

      q.  INDEPENDENT   NATURE  OF  PURCHASERS'   OBLIGATIONS  AND  RIGHTS.  The
obligations of each Purchaser under any  Transaction  Document are joint and not
several with the obligations of any other  Purchaser,  and no Purchaser shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser  under any  Transaction  Document.  The decision of each  Purchaser to
purchase  Shares  pursuant  to this  Agreement  has been made by such  Purchaser
independently  of any other  Purchaser  and  independently  of any  information,
materials,  statements  or opinions  as to the  business,  affairs,  operations,
assets, properties,  liabilities, results of operations, condition (financial or
otherwise) or prospects of the Company or of the Subsidiary  which may have been
made or given by any other  Purchaser  or by any agent or  employee of any other
Purchaser,  and no Purchaser  or any of its agents or  employees  shall have any
liability to any other  Purchaser (or any other  Person)  relating to or arising
from any such information,  materials, statements or opinions. Nothing contained
herein or in any  Transaction  Document,  and no action  taken by any  Purchaser
pursuant thereto, shall be deemed to constitute the Purchasers as a partnership,
an  association,  a joint  venture  or any  other  kind of  entity,  or create a
presumption  that the  Purchasers are in any way acting in concert or as a group
with  respect  to  such  obligations  or the  transactions  contemplated  by the
Transaction  Document.  Each Purchaser  acknowledges that no other Purchaser has
acted as agent for such  Purchaser  in  connection  with  making its  investment
hereunder and that no other  Purchaser will be acting as agent of such Purchaser
in connection with monitoring its investment hereunder.  Each Purchaser shall be
entitled to  independently  protect and  enforce its rights,  including  without
limitation  the  rights  arising  out of  this  Agreement  or  out of the  other
Transaction Documents,  and it shall not be necessary for any other Purchaser to
be joined as an additional party in any proceeding for such purpose.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       19
<PAGE>

                                                                     EXHIBIT 4.8

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



                                  COMPANY:

                                  CAMINOSOFT CORP.,
                                  a California corporation

                                  By:
                                     -------------------------------------------
                                     Stephen Crosson,  Chief Executive Officer




                                       20
<PAGE>



                                  THE PURCHASERS:

                                  BFSUS SPECIAL OPPORTUNITIES TRUST PLC

                                  By:
                                     -------------------------------------------
                                     Russell Cleveland, Director


                                  Address for notices:
                                  c/o RENN Capital Group, Inc.
                                  8080 N. Central Expressway, Suite 210-LB59
                                  Dallas, TX 75206
                                  Telecopier: (214) 891-8291



                                       21
<PAGE>


                                  RENAISSANCE US GROWTH & INVESTMENT TRUST PLC

                                  By:
                                     -------------------------------------------
                                  Russell Cleveland, Director


                                  Address for notices:
                                  c/o RENN Capital Group, Inc.
                                  8080 N. Central Expressway, Suite 210-LB59
                                  Dallas, TX 75206
                                  Telecopier: (214) 891-8291



                                       22
<PAGE>


                                  RENAISSANCE CAPITAL GROWTH & INCOME
                                    FUND III, INC.

                                  By: Renaissance Capital Group, Inc.,
                                      Investment Adviser

                                  By:
                                     -------------------------------------------
                                  Russell Cleveland
                                  President and CEO

                                  Address for notices:
                                  c/o RENN Capital Group, Inc.
                                  8080 N. Central Expressway, Suite 210-LB59
                                  Dallas, TX 75206
                                  Telecopier: (214) 891-8291



                                       23
<PAGE>


                                    EXHIBIT A

                             SCHEDULE OF PURCHASERS

<TABLE>
<CAPTION>
 PURCHASER                                              NO. OF SHARES        PRICE PER SHARE      INVESTMENT AMOUNT
 ---------                                              -------------        ---------------      -----------------
<S>                                                  <C>                    <C>                   <C>
BFSUS Special Opportunities Trust Plc                     1,081,081               $0.37               $399,999.97

Renaissance US Growth & Investment Trust plc              1,081,081               $0.37               $399,999.97

Renaissance Capital Growth & Income Fund III, Inc.        1,081,081               $0.37               $399,999.97
</TABLE>

<TABLE>
<CAPTION>
 PURCHASER                                            NO. OF 2X WARRANTS    NO. OF 3X WARRANTS
 ---------                                            ------------------    ------------------
<S>                                                   <C>                   <C>
BFSUS Special Opportunities Trust Plc                      540,541               540,540

Renaissance US Growth & Investment Trust plc               540,541               540,540

Renaissance Capital Growth & Income Fund III, Inc.         540,541               540,540
</TABLE>


                                       24
<PAGE>


                                   EXHIBIT B-1

                               Form of 2X Warrant




                                       25
<PAGE>


                                   EXHIBIT B-2

                               Form of 3X Warrant



                                       26
<PAGE>


                                    EXHIBIT C

                      Form of Registration Rights Agreement



                                       27
<PAGE>


                                    EXHIBIT D

                           Transfer Agent Instructions



                                       28
<PAGE>


                                  SCHEDULE 4(A)

                         Organization and Qualification



                                       29
<PAGE>


                                  SCHEDULE 4(B)

                           Authorization; Enforcement



                                       30
<PAGE>


                                  SCHEDULE 4(C)

                                 Capitalization



                                       31
<PAGE>


                                  SCHEDULE 4(D)

                               Issuance of Shares



                                       32
<PAGE>


                                SCHEDULE 4(F)(I)

            SEC Documents; Financial Statements; Certain Arrangements



                                       33
<PAGE>


                                SCHEDULE 4(F)(II)

                         Off-Balance Sheet Arrangements



                                       34
<PAGE>


                                  SCHEDULE 4(G)

                           Absence of Certain Changes



                                       35
<PAGE>


                                  SCHEDULE 4(L)

                                    Insurance



                                       36
<PAGE>


                                  SCHEDULE 4(T)

                   Transactions With Affiliates and Employees



                                       37