EXHIBIT 4.8

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THIS  DEBENTURE  AND THE COMMON STOCK  ISSUABLE  UPON  CONVERSION  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED  ("ACT"),  OR APPLICABLE
STATE SECURITIES LAWS ("STATE ACTS"),  AND SHALL NOT BE SOLD,  HYPOTHECATED,  OR
OTHERWISE  TRANSFERRED,  UNLESS SUCH TRANSFER IS MADE IN COMPLIANCE WITH THE ACT
AND THE STATE ACTS.
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                                CAMINOSOFT CORP.

                           6.00% CONVERTIBLE DEBENTURE

$1,000,000                                                                 NO. 1

                        DATE OF ISSUE: NOVEMBER 27, 2002

      CAMINOSOFT CORP., a California  corporation (the "Company" or "Borrower"),
for value received, promises to pay to:

                   HSBC GLOBAL CUSTODY NOMINEE (U.K.) LIMITED

                             DESIGNATION NO. 896414


or to its order, (together with any assignee, jointly or severally, the "Holder"
or  "Lender")  on or before  November  27,  2005 (the "Due Date")  (unless  this
Debenture  shall  have been  sooner  called  for  redemption  or  presented  for
conversion as herein provided), the sum of One Million Dollars ($1,000,000),  or
if different from such amount,  the unpaid principal amount of all disbursements
made by the Lender to the  Borrower as may be due and owing under the  Agreement
(the "Principal  Amount") and to pay interest on the unpaid  Principal Amount at
the rate of 6.00% per annum.  All payments of both  principal and interest shall
be made at the  address  of the  Holder  hereof as it  appears  in the books and
records of the  Borrower,  or at such other  place as may be  designated  by the
Holder hereof.

      1. INTEREST.  Interest on the Principal  Amount  outstanding  from time to
time shall be payable in monthly  installments  commencing February 1, 2003, and
subsequent  payments  shall be made on the  first day of each  month  thereafter
until the Principal  Amount and all accrued and unpaid  interest shall have been
paid in full.  Overdue  principal  and  interest  on the  Debenture  shall  bear
interest at the maximum rate permitted by applicable law.

      2.  MATURITY.  If not sooner paid,  redeemed or converted,  this Debenture
shall mature on November 27, 2005,  at which time the unpaid  Principal  Amount,
and all accrued and unpaid  interest  and any other  charges,  fees and payments
then due under the  Agreement,  shall be due and payable in full.  The Principal
Amount shall be prepaid with the proceeds from the sale by Borrower of preferred
stock and/or other equity.  This Debenture shall be subject to acceleration upon
the occurrence of an Event of Default under the Agreement.  This Debenture shall
be prepaid pro rata with any prepayments of Indebtedness.


<PAGE>

      3. OPTIONAL REDEMPTION BY HOLDER.

            (a) If at any time after the date  hereof (i) the  Company's  Common
Stock,  no par value per share ("Common  Stock"),  is not listed on the New York
Stock Exchange  ("NYSE") or the American Stock Exchange  ("AMEX"),  or quoted on
the NASDAQ  National  Market System  ("National  Market") or the NASDAQ SmallCap
System ("SmallCap") or the  Over-the-Counter  Bulletin Board ("OTCBB") or, after
its institution,  the Bulletin Board Exchange ("BBX"), (ii) there is a change of
control of the Company's voting  securities,  without the written consent of the
Holder, (iii) there is a change of at least fifty percent (50%) of the Company's
Board of  Directors  as it shall exist on the date  hereof,  without the written
consent of the Holder,  (iv) all or  substantially  all of the assets or capital
stock of the Company or its  subsidiaries  are sold,  without the consent of the
Holder,  or (v) the Company is merged or consolidated  with or into unaffiliated
entities in violation of the Agreement,  without the written  consent of Holder,
the Holder shall have the right to require this  Debenture to be redeemed by the
Company at the sum equal to the Principal Amount,  together with an amount equal
to an 18% annual yield on the  Principal  Amount  through the date of redemption
(the "Redemption Date").

            (b) The Holder may  exercise  its right to require  that the Company
redeem  this  Debenture  pursuant  to Section  3(a) prior to  maturity by giving
notice  thereof  to the  Company,  which  notice  shall  specify  the  terms  of
redemption  (including  the place at which the Holder may obtain  payment),  the
total  redemption  payment and the Redemption Date, which date shall not be less
than 30 days nor more than 90 days after the date of the notice.

      4. OPTIONAL REDEMPTION BY COMPANY.

            (a) On any interest  payment date,  and after receipt of irrevocable
notice from the Borrower as provided for below, this Debenture is redeemable, in
whole but not in part,  at 101% of the Principal  Amount,  together with accrued
and unpaid interest through the Redemption Date, by the Borrower,  if all of the
following  conditions are satisfied:  (i) the average  closing bid price for the
Common Stock for the twenty (20)  consecutive  trading days prior to the date of
notice exceeds an amount equal to three (3) times the  Conversion  Price then in
effect,  and the Common  Stock is listed or quoted on the National  Market,  the
SmallCap,  AMEX,  OTCBB,  BBX or NYSE; (ii) the average daily trading volume for
the twenty (20)  consecutive  trading days prior to the date of the  irrevocable
notice shall be no less than twenty-five  thousand  (25,000)  shares;  (iii) the
market  price  for  the  Common   Stock  at  the  time  of  notice   reflects  a
price-to-earnings  ratio of no greater than twenty-five (25) times fully diluted
earnings per share,  excluding any  extraordinary  gains; and (iv) the shares of
Common Stock issuable upon  conversion of this  Debenture  shall have been fully
registered under applicable  securities laws. The Borrower's right of redemption
is subject to the Holder's prior right of conversion of the Debenture.


                                       2
<PAGE>


            (b) If the Holder shall notify  Borrower in writing of its intent to
sell or  otherwise  transfer  the  Debenture  (other than to an  affiliate  or a
nominee  holder of record),  this  Debenture  is  redeemable  at the  Borrower's
option, in whole but not in part, at 101% of the Principal Amount, together with
accrued and unpaid interest  through the Redemption  Date, by the Borrower for a
period of up to thirty (30) days after the date of notice.

            (c)  Borrower  may  exercise  its  right to  redeem  this  Debenture
pursuant to Sections 4(a) and (b) prior to maturity by giving notice  thereof to
the Holder of this  Debenture as such name appears on the books of the Borrower,
which notice shall specify the terms of redemption (including the place at which
the Holder may obtain payment),  the total redemption payment and the Redemption
Date,  which date shall not be less than  thirty  (30) days nor more than ninety
(90) days after the date of the notice.

      5. CONVERSION RIGHT. The Holder of this Debenture shall have the right, at
Holder's option,  at any time, to convert all, or, in multiples of $10,000,  any
part of this Debenture into such number of fully paid and  nonassessable  shares
of Common Stock as provided  herein.  The Holder of this  Debenture may exercise
the  conversion  right by giving  written  notice (the  "Conversion  Notice") to
Borrower  of the  exercise  of such right and stating the name or names in which
the stock  certificate or stock  certificates for the shares of Common Stock are
to be issued and the address to which such certificates shall be delivered.  The
Conversion Notice shall be accompanied by the Debenture. The number of shares of
Common Stock that shall be issuable upon conversion of the Debenture shall equal
the  outstanding  Principal  Amount of the Debenture  divided by the  Conversion
Price (as  defined  below)  and in effect on the date the  Conversion  Notice is
given; provided,  however, that in the event that this Debenture shall have been
partially redeemed,  shares of Common Stock shall be issued pro rata, rounded to
the nearest whole share. Conversion shall be deemed to have been effected on the
date the Conversion  Notice is received (the "Conversion  Date"). In the case of
any Debenture  called for redemption,  the conversion  rights will expire at the
close of business on the Redemption Date. Within twenty (20) business days after
receipt of the Conversion  Notice,  Borrower  shall issue and deliver  against a
signed  receipt  therefor or by United States  registered  mail,  return receipt
requested,  to  the  address  designated  in  the  Conversion  Notice,  a  stock
certificate or stock certificates of Borrower  representing the number of shares
of Common  Stock to which  Holder is entitled  and a check or cash in payment of
all  interest  accrued  and  unpaid on the  Debenture  up to and  including  the
Conversion  Date.  The  conversion  rights  will be  governed  by the  following
provisions:

            (a) CONVERSION  PRICE.  On the issue date hereof and until such time
as an  adjustment  shall  occur,  the initial  Conversion  Price shall be $1.00.
However,  if the  five  (5)-day  average  closing  price  for the  Common  Stock
immediately prior to each Disbursement is below $1.00, the average closing price
for such period shall become the Conversion Price.

            (b)  ADJUSTMENT  FOR ISSUANCE OF SHARES AT LESS THAN THE  CONVERSION
PRICE.  If and whenever any Additional  Common Stock shall be issued by Borrower
(the "Stock Issue Date") for a consideration  per share less than the Conversion
Price  then in  effect,  then in each such case the  Conversion  Price  shall be
reduced to a new Conversion  Price in an amount equal to the price per share for
the Additional  Common Stock then issued, if issued in connection with a sale of
shares,  or the value of the Additional  Common Stock then issued, as determined
in accordance with generally  accepted  accounting  principles,  if issued other
than for cash, and the number of shares issuable to Holder upon conversion shall
be proportionately increased; and, in the case of Additional Common Stock issued
without  consideration,  the initial Conversion Price shall be reduced in amount
and the number of shares issued upon conversion  shall be increased in an amount
so as to maintain for the Holder the right to convert the Debenture  into shares
equal in amount  to the same  percentage  interest  in the  Common  Stock of the
Company as existed for the Holder immediately preceding the Stock Issue Date.


                                       3
<PAGE>

            (c) SALE OF SHARES.  In case of the  issuance of  Additional  Common
Stock for a consideration  part or all of which shall be cash, the amount of the
cash  consideration  therefor shall be deemed to be the gross amount of the cash
paid to Borrower for such shares, before deducting any underwriting compensation
or discount in the sale,  underwriting  or purchase  thereof by  underwriters or
dealers or others  performing  similar services or for any expenses  incurred in
connection therewith. In case of the issuance of any shares of Additional Common
Stock for a  consideration  part or all of which  shall be other than cash,  the
amount of the consideration therefor, other than cash, shall be deemed to be the
then fair market value of the property received.

            (d) STOCK SPLITS,  SUBDIVISIONS OR  COMBINATIONS.  In the event of a
stock split or  subdivision  of shares of Common Stock into a greater  number of
shares,  the Conversion  Price shall be  proportionately  decreased,  and in the
event of a  combination  of  shares  of Common  Stock  into a smaller  number of
shares, the Conversion Price shall be proportionately  increased,  such increase
or decrease, as the case may be, becoming effective at the record date.

            (e) STOCK DIVIDENDS.  Shares of Common Stock issued as a dividend or
other  distribution on any class of capital stock of Borrower shall be deemed to
have been issued without consideration.

            (f) EXCEPTIONS. The term "Additional Common Stock" herein shall mean
all shares of Common Stock or securities  convertible or exercisable into shares
of Common Stock hereafter issued by Borrower (including Common Stock held in the
treasury of Borrower), except (A) Common Stock issued upon the conversion of any
of the  Debentures;  (B)  Common  Stock  issuable  upon  exercise  of  presently
outstanding  options or warrants or preferred stock; or (C) up to a total of two
hundred fifty thousand  (250,000)  shares of Common Stock issuable upon exercise
of options or  warrants or  preferred  stock to be granted in the future at less
than the initial Conversion Price or issued and sold in private  transactions at
less than the initial Conversion Price.


                                       4
<PAGE>

            (g) ADJUSTMENT FOR MERGERS AND  CONSOLIDATIONS.  In the event of any
consolidation  or  merger  of the  Company  with or into,  or the sale of all or
substantially  all of the properties  and assets of the Company,  to any person,
and in connection therewith, consideration is payable to holders of Common Stock
in  cash,   securities  or  other   property,   then  as  a  condition  of  such
consolidation, merger or sale, lawful provision shall be made, and duly executed
documents  evidencing  the same shall be  delivered  to the Holder,  so that the
Holder shall have the right at any time prior to the maturity of this  Debenture
to purchase, at a total price equal to the Conversion Price immediately prior to
such event, the kind and amount of cash, securities or other property receivable
in connection with such  consolidation,  merger or sale, by a holder of the same
number of shares of Common Stock as were  convertible by the Holder  immediately
prior to such  consolidation,  merger  or sale.  In any such  case,  appropriate
provisions  shall be made with  respect to the rights and interest of the Holder
so that the provisions hereof shall thereafter be applicable with respect to any
cash,  securities or property deliverable upon exercise hereof.  Notwithstanding
the foregoing,  (i) if the Company merges or consolidates  with, or sells all or
substantially  all  of its  property  and  assets  to,  any  other  person,  and
consideration is payable to holders of Common Stock in exchange for their Common
Stock in  connection  with such  merger,  consolidation  or sale which  consists
solely of cash, or (ii) in the event of the dissolution,  liquidation or winding
up of the Company, then the Holder shall be entitled to receive distributions on
the date of such event on the same basis with holders of Common Stock as if this
Debenture  had  been  converted  immediately  prior  to  such  event,  less  the
Conversion Price. Upon receipt of such payment, if any, the rights of the Holder
shall terminate and cease and this Debenture  shall expire.  In case of any such
merger,  consolidation or sale of assets, the surviving or acquiring person and,
in the event of any dissolution,  liquidation or winding up of the Company,  the
Company  shall  promptly,  after  receipt of this  surrendered  Debenture,  make
payment by delivering a check in such amount as is appropriate  (or, in the case
of consideration other than cash, such other consideration as is appropriate) to
such  person as it may be directed  in writing by the Holder  surrendering  this
Debenture.

            (h) DISTRIBUTIONS.  In the event of distribution to all Common Stock
holders  of any  securities,  cash or  properties  or assets or other  rights to
purchase securities or assets,  then, after such event, this debenture will also
be convertible  into the kind and amount of securities,  cash and other property
which the Holder  would have been  entitled  to receive if the Holder  owned the
Common Stock issuable upon conversion of the Debenture  immediately prior to the
occurrence of such event.

            (i)  CAPITAL  REORGANIZATION  AND  RECLASSIFICATION.  In case of any
capital  reorganization  or  reclassification  of the Common  Stock of  Borrower
(other  than  a  change  in  par  value  or as a  result  of a  stock  dividend,
subdivision,  split  up or  combination  of  shares),  this  Debenture  shall be
convertible  into the kind and number of shares of stock or other  securities or
property  of  Borrower  to which the  Holder of the  Debenture  would  have been
entitled  to  receive  if the  Holder  owned  the  Common  Stock  issuable  upon
conversion of the Debenture  immediately  prior to the occurrence of such event.
The provisions of the  immediately  foregoing  sentence shall similarly apply to
successive  reorganizations,   reclassifications,   consolidations,   exchanges,
leases, transfers or other dispositions or other share exchanges.

            (j) NOTICE.  In the event  Borrower shall propose to take any action
which shall result in an adjustment in the Conversion Price, Borrower shall give
notice to the Holder of this  Debenture,  which notice shall  specify the record
date,  if any,  with respect to such action and the date on which such action is
to take place.  Such  notice  shall be given on or before the earlier of 10 days
before the record date or the date which such action shall be taken. Such notice
shall also set forth all facts (to the extent  known)  material to the effect of
such action on the Conversion  Price and the number,  kind or class of shares or
other  securities or property which shall be deliverable or purchasable upon the
occurrence of such action or deliverable upon conversion of this Debenture.


                                       5
<PAGE>


            (k) CERTIFICATE.  Following  completion of an event which results in
an adjustment to the Conversion  Price,  Borrower shall furnish to the Holder of
this  Debenture  a  statement,  signed by the Chief  Executive  Officer  and the
Secretary of the Borrower,  of the facts creating such adjustment and specifying
the resultant  adjusted  Conversion Price then in effect,  which statement shall
constitute an amendment to this Debenture.

      6.  RESERVATION OF SHARES.  Borrower  warrants and agrees that it shall at
all times reserve and keep available,  free from preemptive  rights,  sufficient
authorized  and  unissued  shares of Common  Stock or treasury  shares of Common
Stock necessary to effect conversion of this Debenture.

      7. TAXES.  The Company shall pay any  documentary  or other  transactional
taxes  attributable  to the issuance or delivery of this Debenture or the shares
of Common Stock issued upon  conversion  by the Holder  (excluding  any federal,
state or local income taxes and any  franchise  taxes or taxes  imposed upon the
Holder by the jurisdiction,  or any political  subdivision thereof,  under which
such Holder is organized or is qualified to do business).

      8. DEFAULT.

            (a)  REMEDIES  UPON EVENT OF DEFAULT.  If an Event of Default  shall
have occurred and be continuing, then the Holder may exercise any one or more of
the rights and remedies  provided in the Loan Documents,  as the Holder,  in its
sole discretion, may deem necessary or appropriate.

            (b) REMEDIES NONEXCLUSIVE. Each right, power or remedy of the Holder
hereof  upon the  occurrence  of any Event of  Default as  provided  for in this
Debenture or now or hereafter  existing at law or in equity or by statute  shall
be  cumulative  and  concurrent  and shall be in addition to every other  right,
power or remedy  provided for in this Debenture or now or hereafter  existing at
law or in equity or by statute, and the exercise or beginning of the exercise by
the Holder or  transferee  hereof of any one or more of such  rights,  powers or
remedies shall not preclude the  simultaneous or later exercise by the Holder of
any or all such other rights, powers or remedies.

            (c)  EXPENSES.  Upon  the  occurrence  of a  Default  or an Event of
Default,  which  occurrence  is not cured within the notice  provisions,  if any
provided  therefore,  Borrower agrees to pay and shall pay all reasonable  costs
and expenses (including  attorneys' fees and expenses) incurred by the Holder in
connection  with the  preservation  and enforcement of Holder's rights under the
Agreement, the Debenture, or any other Loan Document.

      9. FAILURE TO ACT AND WAIVER.  No failure or delay by the Holder hereof to
require  the  performance  of any  term or  terms  of this  Debenture  or not to
exercise any right or any remedy  shall  constitute a waiver of any such term or
of any right or of any  default,  nor shall such delay or failure  preclude  the
Holder hereof from exercising any such right,  power or remedy at any later time
or times.  By accepting  payment after the due date of any amount  payable under
this Debenture,  the Holder hereof shall not be deemed to waive the right either
to require payment when due of all other amounts payable,  or to later declare a
default for failure to effect such payment of any such other amount. The failure
of the Holder of this  Debenture  to give notice of any failure or breach of the
Borrower  under this  Debenture  shall not  constitute  a waiver of any right or
remedy in respect of such continuing failure or breach or any subsequent failure
or breach.


                                       6
<PAGE>


      10. CONSENT TO  JURISDICTION.  The Company hereby agrees and consents that
any action, suit or proceeding arising out of this Debenture shall be brought in
any state or federal court in Dallas County, Texas,  including the United States
District Court for the Northern  District of Texas,  all at the sole election of
the Holder  hereof,  and by the issuance and  execution of this  Debenture,  the
Borrower  irrevocably  consents to the exclusive  jurisdiction and venue of each
such court.  The Company  hereby  irrevocably  appoints CT  Corporation  System,
Dallas, Texas, as agent for the Borrower to accept service of process for and on
behalf of the  Borrower in any action,  suit or  proceeding  arising out of this
Debenture.  Except for default in payment of interest or  principal  when and as
they  become  due,  and except as  otherwise  specifically  set forth  herein or
otherwise  agreed to in writing by the parties,  any action,  dispute,  claim or
controversy (all such herein called  "Dispute")  between or among the parties as
to the  facts  or the  interpretation  of the  Debenture  shall be  resolved  by
arbitration as set forth in the Agreement.

      11. HOLDER'S RIGHT TO REQUEST MULTIPLE DEBENTURES.  The Holder shall, upon
written  request  and  presentation  of the  Debenture,  have the right,  at any
interest  payment  date,  to request  division of this  Debenture  into multiple
instruments, each of such to be in such amounts as shall be requested.

      12.  TRANSFER.  Subject to Section 12.07 of the Agreement,  this Debenture
may be transferred on the books of the Borrower by the registered Holder hereof,
or by Holder's  attorney duly  authorized  in writing,  in multiples of $10,000,
only upon (i)  delivery to the  Borrower of a duly  executed  assignment  of the
Debenture,  or part  thereof,  to the proposed new Holder,  along with a current
notation  of the  amount of  payments  received  and net  Principal  Amount  yet
unfunded,  and  presentment  of such  Debenture  to the  Borrower for issue of a
replacement  Debenture,  or Debentures,  in the name of the new Holder, (ii) the
designation by the new Holder of the Lender's agent for notice, such agent to be
the sole party to whom Borrower  shall be required to provide notice when notice
to Holder is required  hereunder  and who shall be the sole party  authorized to
represent  Lender in regard to modification or waivers under the Debenture,  the
Agreement,  or other Loan  Documents;  and any action,  consent or waiver (other
than a compromise  of principal  and  interest)  when given or taken by Lender's
agent for notice,  shall be deemed to be the action of the holders of a majority
in amount of the Principal Amount of the Debenture, as such holders are recorded
on the books of the Borrower, and (iii) in compliance with the legend to read as
follows:

      "This Debenture has not been registered  under the Securities Act of 1933,
      as amended  ("Act"),  or applicable  state securities laws ("State Acts"),
      and shall not be sold, hypothecated, or otherwise transferred, unless such
      transfer is made in compliance with the Act and the State Acts."

      The  Company  shall be  entitled  to treat  any  holder  of  record of the
Debenture  as the Holder in fact thereof and of the  Debenture  and shall not be
bound to recognize any equitable or other claim to or interest in this Debenture
in the name of any other  person,  whether or not it shall have express or other
notice thereof, except as otherwise provided by applicable law.


                                       7
<PAGE>


      13. NOTICES.  All notices and communications under this Debenture shall be
in writing and shall be either delivered in person or by overnight service, such
as FedEx, and accompanied by a signed receipt  therefor;  or mailed  first-class
United States certified mail,  return receipt  requested,  postage prepaid,  and
addressed as follows: (i) if to the Borrower at its address for notice as stated
in the Agreement;  and (ii) if to the Holder of this  Debenture,  to the address
(a) of such Holder as it appears on the books of the Borrower or (b) in the case
of a  partial  assignment  to one or more  Holders,  to the  Lender's  agent for
notice,  as the case may be. Any notice of  communication  shall be deemed given
and received as of the date of such  delivery if delivered;  or if mailed,  then
three days after the date of mailing.

      14. MAXIMUM INTEREST RATE.

            (a) Regardless of any provision contained in this Debenture,  Lender
shall  never be  entitled  to  receive,  collect  or apply  as  interest  on the
Debenture any amount in excess of interest  calculated at the Maximum Rate, and,
in the event that Lender ever receives, collects or applies as interest any such
excess,  the amount  which would be excessive  interest  shall be deemed to be a
partial  prepayment  of principal  and treated  hereunder  as such;  and, if the
principal  amount of the Debenture is paid in full,  any remaining  excess shall
forthwith be paid to Borrower.  In determining  whether or not the interest paid
or payable under any specific  contingency  exceeds  interest  calculated at the
Maximum Rate,  Borrower and Lender shall, to the maximum extent  permitted under
applicable law, (i) characterize any non principal payment as an expense, fee or
premium  rather than as interest,  (ii) exclude  voluntary  prepayments  and the
effects thereof,  and (iii) amortize,  pro rate,  allocate and spread,  in equal
parts, the total amount of interest  throughout the entire  contemplated term of
the  Debenture;  provided  that,  if the Debenture is paid and performed in full
prior to the end of the full  contemplated  term  thereof,  and if the  interest
received for the actual period of existence thereof exceeds interest  calculated
at the Maximum  Rate,  Lender shall refund to Borrower the amount of such excess
or  credit  the  amount  of such  excess  against  the  principal  amount of the
Debenture  and,  in such  event,  Lender  shall not be subject to any  penalties
provided  by any  laws for  contracting  for,  charging,  taking,  reserving  or
receiving interest in excess of interest calculated at the Maximum Rate.

            (b) "Maximum  Rate" shall mean, on any day, the highest  nonusurious
rate of interest (if any)  permitted by applicable  law on such day that, at any
time or from time to time, may be contracted  for, taken,  reserved,  charged or
received on the Indebtedness evidenced by the Debenture under the laws which are
presently in effect of the United  States of America or by the laws of any other
jurisdiction  which are or may be applicable to the Holders of the Debenture and
such Indebtedness or, to the extent permitted by law, under such applicable laws
of the United States of America or by the laws of any other  jurisdiction  which
are or may be  applicable to the Holder of the Debenture and which may hereafter
be in effect and which allow a higher  maximum  nonusurious  interest  rate than
applicable laws now allow.


                                       8
<PAGE>


      15. AGREEMENT AND SECURITY AGREEMENT. This Debenture is issued pursuant to
the  Agreement,  and the  Holder is  entitled  to all the  rights  and  benefits
thereunder.  Both Borrower and the Holder have  participated  in the negotiation
and preparation of the Agreement and of this  Debenture.  Borrower agrees that a
copy of the Agreement with all amendments,  additions and substitutions therefor
shall be available to the Holder at the offices of  Borrower.  The  indebtedness
evidenced by this Debenture is secured pursuant to the Security  Agreement dated
of even date  herewith  among the  Company  and the  Holder,  and the  Holder is
entitled to all rights and benefits of a secured party thereunder.

      16.  DEFINED  TERMS.  Capitalized  terms used but not defined herein shall
have the meaning given them in the Convertible  Loan  Agreement,  dated November
27, 2002, among Borrower,  Lender and Renaissance  Capital Group,  Inc., a Texas
corporation, as agent for the Lender (the "Agent").

      17. GOVERNING LAW. THIS DEBENTURE HAS BEEN PREPARED, IS BEING EXECUTED AND
DELIVERED,  AND IS  INTENDED  TO BE  PERFORMED  IN THE STATE OF  TEXAS,  AND THE
SUBSTANTIVE  LAWS OF SUCH STATE AND THE  APPLICABLE  FEDERAL  LAWS OF THE UNITED
STATES OF AMERICA  SHALL  GOVERN THE  VALIDITY,  CONSTRUCTION,  ENFORCEMENT  AND
INTERPRETATION OF THIS DEBENTURE.

      18. CHOICE OF FORUM. Any suit, action or proceeding  against Borrower with
respect  to this  Debenture  or any  judgment  entered  by any court in  respect
thereof,  may be brought in the courts of the State of Texas,  County of Dallas,
or in the United States federal courts located in the State of Texas,  as Lender
or Agent, in its sole discretion,  may elect, and Borrower hereby submits to the
nonexclusive  jurisdiction  of such  courts  for the  purpose  of any such suit,
action or proceeding.  Borrower hereby agrees that service of all writs, process
and  summonses in any such suit,  action or  proceeding  brought in the State of
Texas  may be  brought  upon,  and  Borrower  hereby  irrevocably  appoints,  CT
Corporation System,  Dallas,  Texas, as its true and lawful  attorney-in-fact in
the name, place and stead of Borrower to accept such service of any and all such
writs, process and summonses.  Borrower hereby irrevocably waives any objections
which it may now or hereafter have to the laying of venue of any suit, action or
proceeding  arising out of or relating to this Debenture brought in such courts,
and hereby further  irrevocably  waives any claim that any such suit,  action or
proceeding brought in any such court has been brought in any inconvenient forum.

      IN WITNESS  WHEREOF,  the  Company has caused  this  Debenture  to be duly
issued, executed and delivered on the date and year above stated.



                                      CAMINOSOFT CORP.

                                      By:
                                          ---------------------------
                                          Walter Kornbluh
                                          Chief Executive Officer and
                                          Chairman of the Board


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