EXHIBIT 14.
                                 CODE OF ETHICS



                                CAMINOSOFT CORP.

                 CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICERS

                          AND SENIOR FINANCIAL OFFICERS

Introduction

      This Code of Ethics (the "Code") is applicable to the Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, of CaminoSoft Corp.
and its subsidiaries (collectively the "Company") together with any other
Executive Officer of the Company performing similar functions.

Conflicts of Interest

      Conflicts of interest are prohibited as a matter of the Company policy. An
officer must be scrupulous in avoiding any action or interest that conflicts
with, or gives the appearance of a conflict with the Company's interests. A
conflict of interest exists whenever an individual's private interests in any
way interferes or conflicts with, or appear to interfere or conflict with, the
interests of the Company or make, or appear to make, it difficult for the
individual to perform his or her work for the Company objectively and
effectively. Conflicts of interest arise when:

      o     an officer's personal interests interfere with the interests of the
            Company (for example, such officer competes with the Company;

      o     an officer takes action for his direct or indirect benefit, or the
            direct or indirect benefit of a third party, in connection with, or
            as a result of, a material transaction that may make it difficult
            for such officer or others to perform work or make decisions
            objectively and effectively in the Company's interest (for example,
            such officer causes the Company to engage in business transactions
            with a company such officer controls or with friends or relatives);

      o     such officer, or a member of such officer's family, receive improper
            personal benefits as a result of his position in the Company (for
            example, such officer receives a loan or other benefit from a third
            party to direct the Company business to a third-party).

      Conflicts of interest or material transactions or relationships involving
potential conflicts of interest are prohibited as a matter of Company policy,
except with the prior approval of the Audit Committee of the Board of Directors.
An officer must not enter into, develop or continue any such material
transaction or relationship without obtaining prior Audit Committee approval.
There are other situations in which conflicts of interest may arise.


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III.  Accurate Periodic Reports

      Accurate and timely disclosure in the reports and other documents that the
Company files with the SEC and in its other public communications, such as press
releases, earnings conference calls and industry conferences, is critical for
the Company to maintain a good reputation, to comply with its obligations under
the securities laws and to meet the expectations of its stockholders and other
members of the investment community. An officer is to exercise the highest
standard of care in preparing such reports and documents and other public
communications, in accordance with the following guidelines:

      o     all accounting records, and the reports produced from such records,
            must be in accordance with all applicable laws and regulations;

      o     all accounting records must fairly and accurately reflect the
            transactions or occurrences to which they relate;

      o     all accounting records must fairly and accurately reflect in
            reasonable detail the Company's assets, liabilities, revenues and
            expenses;

      o     no accounting records may contain any false or intentionally
            misleading entries;

      o     no transactions should be intentionally misclassified as to
            accounts, departments or accounting periods;

      o     all transactions must be supported by accurate documentation in
            reasonable detail and recorded in the proper account and in the
            proper accounting period;

      o     no relevant information should be concealed from the internal
            auditors or the independent auditors; and

      o     compliance with the Company's system of internal controls is
            required.

      In meeting such standards for disclosure, an officer shall at all times
strive to comply with the Company's disclosure obligations and, as necessary,
appropriately consider and balance the need or desirability for confidentiality
with respect to non-public negotiations or other business developments. An
officer is responsible for establishing effective disclosure controls and
procedures and internal controls for financial reporting within the meaning of
applicable SEC rules and regulations and the Company expects each officer to
take a leadership role in implementing such controls and procedures and position
the Company to comply with its disclosure obligations and otherwise meet the
foregoing standards for public disclosure.

IV.   Compliance with Laws

      Each officer must respect and obey the laws of the cities, states and
countries in which the Company operates and the rules and regulations applicable
to the Company's business..

      Compliance with law does not obviate the need to act with the highest
ethical standards.

      Where appropriate, the Company will hold information and training sessions
to promote compliance with laws, rules and regulations, including
insider-trading and other securities laws.

V.    Reporting Violations

      An officer is expected to report any violations of this Code of Ethics
promptly to the Chairman of the Audit Committee of the Board of Directors. It is
the policy of the Company not to allow retaliation for reports of wrongdoing or
misconduct by others made in good faith. Each officer is expected to cooperate
in internal investigations of wrongdoing or misconduct.

VI.   Consequences of Non-Compliance with this Code

      Violations of this Code will be reported to the Audit Committee. If an
officer fails to comply with this Code of Ethics or applicable laws, rules or
regulations (including without limitation all rules and regulations of the
Securities and Exchange Commission) such officer will be subject to disciplinary
measures, up to and including discharge from the Company, and any appropriate
legal action.

VII.  Amendment, Modification and Waiver

      This Code may be amended or modified by the Board of Directors of the
Company. Waivers of this Code may only be granted by the Board of Directors or a
committee of the Board of Directors with specific delegated authority. This Code
of Ethics was approved and adopted by the Board of Directors on December 16,
2003.