SOURCE CODE LICENSE AGREEMENT

      This Source Code License Agreement ("Agreement") is entered as of December
13th, 2002 (the "Effective Date") by and between Legato Systems, Inc. a Delaware
corporation with its principal place of business at business at 2350 W. El
Camino Real, Mountain View, CA 94040, U.S.A, ("Legato") and CaminoSoft
Corporation, a California corporation with its principal place of business at
600 Hampshire Road, Suite 105, Westlake Village, CA 91361 ("CaminoSoft").

Legato and CaminoSoft hereby agree as follows:

1.    DEFINITIONS.

1.1   CAMINOSOFT DERIVATIVE WORKS: means all derivative works of the Software
      made by CaminoSoft, but does not include any portions thereof which
      consist of Source Code and any products or processes embodied in such
      derivative works which are derivative works of patents owned or controlled
      by Legato.

1.2   CONFIDENTIAL INFORMATION: means (i) the Source Code and the source code to
      CaminoSoft Derivative Works; (ii) either party's business or financial
      information and plans, including without limitation customer information;
      (iii) the terms of this Agreement; and (iv) any other information, whether
      in print, magnetically stored, or in some other form, that Legato
      designates as confidential or which, under the circumstances surrounding
      the disclosure, should be treated as confidential to Legato. Confidential
      Information also includes any information that, as a matter of applicable
      law (such as consumer or end-user personal data) must be kept
      confidential. "Confidential Information" will not include information that
      the receiving party can demonstrate by clear and convincing evidence: (a)
      it received rightfully from another party without an obligation of
      confidentiality prior to its receipt from the disclosing party, (b) the
      disclosing party has generally disclosed to the public without any
      obligation to maintain such information in confidence; or (c) the
      receiving party can establish and document as being developed
      independently without access to any Confidential Information received from
      the disclosing party.

1.3   CONTRACT FOR, CONTRACTED FOR, AND CONTRACTING FOR: shall mean the receipt
      by Legato of a purchase order for a product or service, or the submission
      by Legato of an invoice for a product or service.

1.4   CUSTOMER NAMES has the meaning assigned to such term in Section 6.3.

1.5   DOCUMENTATION: means any user documentation, on any media, provided by
      Legato for use with the Software.

1.6   END-USER: shall mean the person or entity that agrees to the terms of an
      End-User License Agreement and is authorized to access and use the
      Software.


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1.7   FINAL PAYMENT: shall have the meaning assigned to such term in Section
      4.2.

1.8   LEGATO PRODUCT: shall mean the Software and CaminoSoft Derivative Works.

1.9   NOVELL: means Novell, Inc., a corporation with its principal place of
      business in Provo, Utah.

1.10  PRODUCT TRADEMARKS has the meaning assigned to such term in Section 2.4.

1.11  RESELLER: means any third party with a written agreement with CaminoSoft
      to distribute Software, only in object code form to other resellers or
      end-users in accordance with the terms of this Agreement.

1.12  SOFTWARE: The term "Software" shall mean those versions of the following
      computer programs which run on the NetWare operating system: "Legato
      StandbyServer," "Legato OFFsite Archive and "Legato SnapShotServer".

1.13  SUPPORT: means, unless otherwise specified, Level, 1, 2 & 3 Support and
      Updates, all as defined in Exhibit B.

1.14  SUPPORT AGREEMENT: means an agreement between Legato and an End User
      pursuant to which Legato undertakes to provide technical support and/or
      updates for one or more Software products to such End User.

1.15  SOURCE CODE: means the specified source code of the Software whether in
      print, magnetically stored, or in some other form, and related materials
      that Legato may provide to CaminoSoft, and any such source code to the
      extent included in any CaminoSoft Derivative Work.

1.16  UPDATES AND UPGRADES: shall have the meanings set forth in Exhibit D-1
      hereof.

2.    LICENSE

2.1   USE OF SOURCE CODE. Legato hereby grants to CaminoSoft a non-exclusive and
      (except as provided in Section 19.1 hereof) non-transferable license to
      use the Source Code to create CaminoSoft Derivative Works and to support
      Resellers and End-Users.

2.2   GRANT OF OTHER RIGHTS. Legato grants CaminoSoft a non-exclusive,
      non-transferable worldwide :

            (i) royalty based right to market, distribute, license and
            sublicense the Software and all CaminoSoft Derivative Works;

            (ii) license to use and reproduce the Software and CaminoSoft
            Derivative Works for solely for the purpose of demonstrating such
            products to potential End-Users,


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            (iii) license to use, reproduce and have reproduced, modify,
            display, and distribute the Documentation in any medium; and

            (iv) license to use, reproduce and have reproduced, modify, display
            and distribute any marketing materials provided to CaminoSoft
            pursuant to Section 6.2.

      All such Software shall be marketed, licensed or sublicensed in object
      code format only, and only for use on the Novell NetWare platform. The
      rights granted by this Section 2.2 will include the right of CaminoSoft to
      appoint Resellers to achieve the foregoing.

2.3   NO SALE The licenses granted under this Agreement do not constitute a sale
      of the Software or any portion or copy of it.

2.4   BRANDING. Legato hereby grants CaminoSoft a non-exclusive license to use
      the trademarks "StandbyServer," "SnapShotServer," and"OFFsite Archive ,"
      (collectively the "Product Trademarks") in the marketing and distribution
      of the Software, CaminoSoft Derivative Works, and Documentation; but only
      in conjunction with a reference to the NetWare operating system and
      subsequent versions thereof, as in ""StandbyServer Many-To-One for
      NetWare," "OFFsite Archive for NetWare," "OFFsite Archive Many-To-One for
      NetWare," "SnapShotServer for NetWare", and "StandbyServer One-to-One for
      NetWare"". The Product Trademarks may not include or be used with the
      names "Legato" or "Vinca" but shall be used with a reference to Legato
      Systems, Inc. as owner of the Product Trademarks. Use of the Product
      Trademarks is otherwise subject to Section 9 hereof and Legato's trademark
      guidelines on the Legato website or as may be delivered to CaminoSoft from
      time to time. Legato reserves the right to require at any time that it
      approve in advance all documentation, advertising or other public messages
      by CaminoSoft that refer to Legato Products. CaminoSoft must delete all
      Legato or Vinca splash screens, and other references to Vinca, or Legato
      (except for the retention of appropriate copyright, patent or other
      notices required by Section 3.3) prior to promoting, marketing,
      distributing or licensing Legato Product or Documentation. CaminoSoft
      acknowledges that Legato uses, and retains the right to use, the names
      "StandbyServer", "OFFsite Archive", "SnapShotServer" and other names
      licensed hereunder with reference to software and products that run on
      other operating systems.

2.5   CUSTOMER NAMES. Legato grants CaminoSoft the right to use the Customer
      Names for the purposes of marketing CaminoSoft products and services
      including the CaminoSoft Derivative Works. Legato shall not disclose the
      Customer Names to any entity which competes with CaminoSoft in the market
      for software products running on the NetWare operating system; (i) unless
      Legato's obligations hereunder do not become permanent pursuant to Section
      2.6); or (2) such disclosure is pursuant to a Non Disclosure Agreement
      restricting the use of the Customer Names. Legato may use the Customer
      Names in its own marketing programs.


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2.6   EXCLUSIVE NATURE OF RIGHTS. Provided that this Agreement has not
      terminated and that CaminoSoft is not then in material breach of this
      Agreement, on December 31st, 2003: (i) the license set forth above in
      Section 2.4 with respect to use of the Product Trademarks shall become
      exclusive, except that Legato may use the mark SnapShotServer in relation
      to versions of the such software bundled with NetWorker for Netware ; and
      (ii) Legato's obligation to not disclose the Customer Names pursuant to
      Section 2.6 hereof shall become permanent.

2.7   LICENSE TERMS. CaminoSoft shall use a written software license for
      marketing and licensing Software under the terms of this Agreement. Such
      license shall be executed by CaminoSoft and the End User or CaminoSoft
      shall otherwise require the End User to evidence consent to such license
      by other appropriate and enforceable means. All such software licenses
      shall contain terms and conditions that are substantially similar to
      Legato's standard form of software license, as such license is modified
      from time to time. Legato's current form of software license is attached
      hereto as Exhibit A.

2.8   LICENSE TO CAMINOSOFT DERIVATIVE WORKS. CaminoSoft hereby grants to Legato
      a non-exclusive, transferable license to reproduce and use the source code
      to the CaminoSoft Derivative Works to support End-Users to whom Legato has
      delegated its support obligations to CaminoSoft pursuant to Section 8.

3.    OWNERSHIP AND RESTRICTIONS

3.1   OWNERSHIP AND RETENTION OF RIGHTS. CaminoSoft acknowledges that Legato,
      and its Licensors, own and shall retain all right, title and interest in
      and to: (i) the Software and updates, including all copies, modifications,
      and derivative works thereof (subject to Section 3.2), and Documentation,
      including all intellectual property rights embodied therein; (ii) all of
      the service marks, trademarks, trade names or any other designations
      associated with the Software; and (iii) all copyrights, patent rights,
      trade secret rights, and other proprietary rights relating to the
      Software, the Source Code, the Documentation, or the Confidential
      Information. CaminoSoft further acknowledges and agrees that it shall have
      no rights with respect to any of the foregoing other than the rights
      expressly set forth in this Agreement.

3.2   CAMINOSOFT DERIVATIVE WORKS. CaminoSoft shall not create any derivative
      works based solely upon any patents owned or controlled by Legato which
      are embodied in the Software. All CaminoSoft Derivative Works shall be
      owned by CaminoSoft except for any portions that express or embody any
      processes derived from the Software that are considered tradesecret by
      Legato. Until September 30th, 2004, CaminoSoft shall place a copy of
      source code to all CaminoSoft Derivative Works, including any Source Code
      in which they may be embodied, in escrow with DSI Technology Escrow
      Services, Inc. pursuant to its preferred escrow agreement, promptly
      following the creation thereof. CaminoSoft shall update all such
      derivative works at the end of each calendar quarter. Instructions to the
      escrow agent shall provide for the release of source code to Legato upon
      certification by a Legato executive that Legato has given any notice of
      breach required by Section 10 and: (i) CaminoSoft is or has been in
      material breach of its obligations hereunder; or (ii) Legato is
      undertaking, directly or indirectly, to resume support obligations that
      have been delegated to CaminoSoft pursuant to Section 8.4 or 8.5 hereof.
      Costs of such escrow shall be paid by CaminoSoft.


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3.3   RESTRICTIONS ON USE. CaminoSoft agrees: (i) not to remove any Legato
      identification or notices of any proprietary, patent or copyright
      restrictions from the Software, CaminoSoft Derivative Work, Documentation
      or any support material; (ii) not to provide use of the Legato Product in
      a computer service business, rental or commercial timesharing arrangement;
      and (iii) not to develop methods to enable unauthorized parties to use
      Legato Product.

4.    ROYALTY

4.1   ROYALTY PAYMENTS. CaminoSoft shall make royalty payments to Legato for
      each copy of the Software or CaminoSoft Derivative Works that CaminoSoft
      licenses, sublicenses, or otherwise distributes or sells. In addition,
      CaminoSoft shall pay a royalty for each copy of the Software or CaminoSoft
      Derivative Work that CaminoSoft uses for its own internal purposes, other
      than use solely for purposes of support, demonstrations, or other
      marketing activities. All such royalty payments will be the greater of 25%
      of CaminoSoft's receipts, or (with respect to each copy of the Software or
      CaminoSoft Derivative Works) $200. CaminoSoft's receipts shall mean
      CaminoSoft's list price for the Software or CaminoSoft Derivative Work,
      less any applicable standard discounts; provided, however, that: i) all
      discounts must be consistent with CaminoSoft's standard business practice,
      and (ii) if CaminoSoft sells the Software or CaminoSoft Derivative Work
      bundled with other products, software or services, the discount that
      applies will be the average of the discount applied to the entire bundle
      of products licensed by CaminoSoft.

4.2   FINAL PAYMENT. Once the cumulative royalties paid to Legato under this
      Agreement equals Ten Million Dollars (US) ($10,000,000) (such event being
      the "Final Payment") no further royalties shall be due to Legato
      hereunder.

4.3   PAYMENT TERMS. CaminoSoft shall keep an accurate account of the Legato
      Product and related services licensed, sublicensed, otherwise distributed
      or used internally hereunder and provide Legato with accurate and timely
      quarterly reports showing the quantity of all such royalty bearing Legato
      Product or services. CaminoSoft shall deliver such quarterly reports to
      Legato within thirty (30) days of the end of each calendar quarter, and
      shall, within forty five (45) of the end of such quarter pay to the Legato
      the amount of the royalties accrued during the corresponding calendar
      quarter. Payment may be made net of authorized returns and allowances.
      CaminoSoft shall have no obligation to provide royalty reports following
      the fiscal quarter in which Final Payment occurs.

      A product shall be deemed licensed or sublicensed at the time of first
      invoicing, or, if not invoiced, at the time of first shipment, delivery,
      or other transfer to other than CaminoSoft. The accounting period shall be
      on a calendar quarterly basis for the respective periods ending on March
      31, June 30, September 30 and December 31 of each year, beginning with the
      end of the period first following the effective date of this Agreement.


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4.4   TIME OF PAYMENT. All accrued royalty fees are due and payable to Legato
      within forty five (45) days after the end of each calendar quarter.

4.5   RESALE PRICE. CaminoSoft is free to determine its own resale prices for
      the Legato Product. No employee or representative of Legato has any
      authority to dictate or in any way inhibit CaminoSoft's pricing discretion
      with respect to the Legato Product.

4.6   TAXES. CaminoSoft shall bear and be responsible for: (i) the payment of
      all taxes associated with the use, or license of any Legato Product,
      (other than taxes based on Legato's net income) fees, duties or other
      amounts, however designated, including value added and withholding taxes
      which are levied or based upon such charges, or upon this Agreement. Taxes
      related to Legato Product licensed pursuant to this Agreement shall be
      paid by CaminoSoft or CaminoSoft shall present an exemption certificate
      acceptable to the taxing authorities; and (ii) keeping all records and/or
      impounding or paying all taxes (e.g., national, local, self employment
      tax, foreign tax withholding, etc.) and any other charges required by and
      imposed by any taxing authority on payments to CaminoSoft's employees or
      agents.

4.7   AUDIT RIGHTS. CaminoSoft shall keep accurate books, records and copies
      licenses and agreements pursuant to this Agreement, including all Reseller
      agreements and to all transactions related to Legato Products. Legato
      shall have the right, not more than once in any calendar year, to examine
      the books, records and agreements of CaminoSoft to verify the royalty
      statements and royalties due Legato pursuant to this Agreement. If
      CaminoSoft underpays Legato and that underpayment is equal to or more than
      five percent (5%) of the fees due to Legato, in addition to paying any
      fees (plus interest) which are overdue, CaminoSoft will pay the expenses
      for that audit.

5.    CAMINOSOFT RESPONSIBILITIES.

5.1   PROMOTION OF PRODUCT. CaminoSoft shall use commercially reasonable efforts
      to: (i) successfully promote, and solicit orders for the Legato Product on
      a continuing basis; (ii) comply with good business practices and all
      applicable laws and regulations; and (iii) diligently perform all other
      duties as mutually agreed upon herein.

5.2   COMPLIANCE WITH LAWS. CaminoSoft shall be solely responsible for complying
      with the laws and regulations applicable in any country, or political
      subdivision thereof, in which it engages in business in performing its
      responsibilities hereunder. CaminoSoft will bear all expenses and costs
      related to compliance with such laws and regulations.


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5.3   RESELLER AGREEMENTS. Prior to the distribution of any Software to a
      Reseller, CaminoSoft shall enter into an enforceable written agreement
      with such Reseller that is sufficient to ensure that such Reseller is
      required to comply with the relevant terms of this Agreement. Without
      limiting the generality of the foregoing, each such agreement shall
      include terms binding the Reseller to obligations at least as broad as
      those of CaminoSoft under this Agreement and restrictions at least as
      protective of Legato as those contained in this Agreement, including, the
      obligations and provisions pertaining to confidentiality and proprietary
      rights protections, software use restrictions, liability limitations, and
      warranty disclaimers.

5.4   PROPRIETARY NOTICES. CaminoSoft must reproduce and include the copyright
      notice and any trademark, service mark, patent or other proprietary
      notices that appear on the original copy of any Legato Product or
      Documentation on any copies made by CaminoSoft on any media.

5.5   PROTECTION AGAINST UNAUTHORIZED USE. Legato prevents unauthorized use of
      Software by employing Enabler Codes and Authorization Codes that enable
      the use of the Software. If CaminoSoft modifies such enabler/authorization
      code scheme, it must use a scheme or method at least as effective to
      prevent unauthorized use of Software or CaminoSoft Derivative Works.

6.    LEGATO RESPONSIBILITIES

6.1   INITIAL DELIVERY. Legato shall, deliver to CaminoSoft, FCA Legato's dock
      in Palo Alto, California, USA the Source Code on a master CD ROM , within
      fourteen (14) days after the Effective Date.

6.2   MARKET MATERIALS. Legato shall provide at no cost to CaminoSoft copies of
      all marketing materials for the Software to the extent such materials are
      available.

6.3   CUSTOMER NAMES. Promptly following the execution of this Agreement, Legato
      shall provide to CaminoSoft a list of all customers who, in the three (3)
      years preceding the Effective Date, have received final authorization
      codes from Legato to use the Software or who, on the Effective Date, have
      current support contracts for the Software, the database of such customer
      names and software designations being the "Customer Names".


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7.    CONFIDENTIAL INFORMATION

7.1   PROTECTION OF CONFIDENTIAL INFORMATION. Each party will protect the
      other's Confidential Information from unauthorized dissemination and use
      the same degree of care that such party uses to protect its own like
      information, but in no event less than a reasonable degree of care.
      Neither party will disclose to third parties the other's Confidential
      Information without the prior written consent of the other party. Neither
      party will use the other's Confidential Information for purposes other
      than those necessary to directly further the purposes of this Agreement.
      Notwithstanding the foregoing, either party may use or disclose
      Confidential Information to the extent such party is legally compelled to
      disclose such Confidential Information provided, however, that prior to
      any such compelled disclosure, the disclosing party will notify the
      non-disclosing party and will cooperate fully with the non-disclosing
      party in protecting against any such disclosure and/or obtaining a
      protective order narrowing the scope of such disclosure and/or use of the
      Confidential Information. The parties agree that any breach of this
      Section would cause irreparable harm to the disclosing party for which
      monetary damages would not be adequate and therefore, the parties agree
      that in the event of a breach of this Section 7.1, the disclosing party
      shall be entitled to equitable relief in addition to any remedies it may
      have hereunder or at law.

7.2   NON-DISCLOSURE OF SOURCE CODE. In additional to the provisions of Section
      7.2 above, CaminoSoft acknowledges that the Source Code (and to the extent
      containing Legato trade secrets, the CaminoSoft Derivative Works)
      constitutes a valuable asset of Legato and therefore agrees that only the
      following CaminoSoft employees shall have access to the Source Code and
      the source code to the CaminoSoft Derivative Works: those employees: (i)
      who have a need for such access to accomplish the purposes of the
      distribution rights and license grants specified in Section 2 above; and
      (ii) with whom CaminoSoft has a legally enforceable obligation that
      precludes disclosure of third-party proprietary information and is
      otherwise sufficient to enable CaminoSoft to comply with all the
      provisions of this Agreement. CaminoSoft shall not grant any other
      individual or entity access to the Source Code.

7.3   SECURITY. CaminoSoft shall implement reasonable security measures to
      prevent unauthorized use or disclosure of Source Code. CaminoSoft agrees
      to segregate all Source Code and Confidential Information from its own
      confidential information and from the confidential information of others
      in order to prevent commingling.

7.4   NOTIFICATION OF EMPLOYEES. Each party agrees to take appropriate action by
      instruction, agreement or otherwise with its employees, agents and
      contractors allowed access to the Confidential Information to satisfy its
      obligations under this Section 7.

8.    SUPPORT AND TRANSITION

8.1   LEGATO EMPLOYEES. Legato shall use reasonable efforts to assist and
      cooperate with CaminoSoft efforts to hire members of Legato's present
      engineering and technical support personnel from Legato's facility in
      Orem, Utah who have experience with the Source Code to the Software.
      Nothing contained herein shall be construed to create any obligation of
      CaminoSoft to hire any employees of Legato.


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8.2   LEVEL 2 AND 3 SUPPORT. CaminoSoft shall provide Level 2 and 3 support to
      Legato (on behalf of End Users or Legato resellers (including Novell)
      whose contracts have not been transferred to CaminoSoft) without cost as
      set forth in Exhibit B hereto, through September 30th, 2004. If CaminoSoft
      fails to provide adequate Level 2 or 3 Support to Legato, or fails to
      provide adequate support in fulfillment of Legato's obligations to provide
      Support or Updates to any End-User or Reseller with respect to which
      Legato's obligations have been delegated under this Agreement pursuant to
      Sections 8.3, 8.4 or 8.5, Legato may: (1) reassume support, either
      directly or through a third party, of such End Users and Resellers; and
      (2) obtain source code to any CaminoSoft Derivative Work that has been or
      should have been delivered to the escrow provided under Section 3.2.
      CaminoSoft will reimburse Legato for 150% of its costs involved in
      providing all such support.

8.3   LEGATO SALES: Legato will remove the Software from its price lists and
      public e-commerce web sites on or before December 31st, 2002. Legato shall
      not send out any quotations for Support and/or Updates to the Software
      after the Effective Date Legato shall retain all revenue derived for the
      license of the Software, or for Support or Upgrades or Updates: 1) with
      respect to its agreement with Novell (The Statement of Work No. 2 to the
      Business Development Agreement dated September 1996, as amended); 2) with
      respect to Contracts For Support, Upgrades or Updates prior to the
      Effective Date. Legato shall remit to CaminoSoft 85% of all revenue
      derived from Contracts For the license of the Software or for Support
      Upgrades or Updates of the Software after the Effective Date, (except with
      respect to revenues received from Novell, Inc.) Legato shall submit a
      statement to CaminoSoft as to all revenue received by it which is to be
      remitted to CaminoSoft within 15 days following the end of each month and
      shall remit payment thereof within 30 days of such statement.

8.4   TRANSFER OF CONTRACTS. Legato hereby delegates to CaminoSoft all of its
      obligations under existing Support Agreements (excluding any contract with
      Novell, Inc.). CaminoSoft shall fulfill Legato's obligations to provide
      support thereunder without cost to Legato through the expiration of the
      last Support Agreement in existence on the Effective Date. A copy of
      Legato's standard forms of Technical Support Agreement for the Software
      are attached hereto as Exhibit D -1 and Exhibit D-2. Except as it may be
      required by contract to enter into an agreement for support of End Users
      with Novell, Legato shall for a period of 12 months following the date of
      this Agreement refer all requests for renewal of existing support
      contracts to CaminoSoft.

8.5   TRANSFER OF NOVELL CONTRACT. Legato may enter into a contract with Novell
      for support of customers who have purchased Software through Novell. In
      such case, Legato shall delegate its obligations to provide Level 2 and
      Level 3 Support and Updates under such contract to CaminoSoft and
      CaminoSoft hereby undertakes to provide such Support and Updates Legato
      shall pay to CaminoSoft 85% of all funds received by it from Novell for
      support under such contract.

9.    TRADEMARKS AND SERVICEMARKS

9.1   TRADEMARKS. Neither party is granted any ownership in or license to the
      trademarks, marks, service marks or trade names, or good will associated
      with such marks or names (collectively, "Marks") of the other party,
      except as provided in Section 2.4. Neither party shall use the Marks or
      confusingly similar marks in connection with any goods or services other
      than the Legato Product, or in a manner that dilutes, disparages, or harms
      the reputation of the party owning such marks. Each party agrees that any
      goodwill arising from its use of the Marks shall inure to the benefit of
      the party owning such Mark who will be the sole and exclusive owner of
      such goodwill.


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9.2   USE OF MARKS. CaminoSoft shall include Legato's copyright notice as
      required herein. All advertising and other materials in which Legato's
      Marks are used shall be subject to the prior written approval of Legato.
      Where appropriate, Legato shall grant generic approval for such use.
      Whenever a party uses the Mark of the other, such party shall indicate
      that such Mark is the property of the other party.

9.3   DEFENSE OF TRADEMARKS. Neither party will at any time contest, or assist
      others in contesting, the validity or enforceability of the Marks of the
      other party or other proprietary rights, or do, cause to be done, or
      tolerate any act or thing contesting or in any way impairing or tending to
      impair any said right, title, and interest of such party in such Marks or
      other proprietary rights.

10.   TERM AND TERMINATION

10.1  TERMINATION. Prior to Final Payment either party has the right to
      terminate this Agreement if the other party breaches or is in default of
      any material obligation hereunder (including the failure to make any
      payment when due) which defaulting party is incapable of cure or which,
      being capable of cure, has not been cured within thirty (30) days after
      receipt of written notice from the non-defaulting party or within such
      additional cure period as the non-defaulting party may authorize in
      writing.

10.2  ADDITIONAL CAUSE FOR TERMINATION. In addition to the aforementioned,
      Legato may terminate this Agreement prior to the expiration of one
      calendar year following Final Payment upon written notice to CaminoSoft,
      if CaminoSoft:

      o     fails to secure or renew any license, permit authorization or
            approval for the conduct of its business;

      o     challenges or assists a third party in challenging Legato's right,
            title or interest in and to any Legato intellectual property
            asserted in this Agreement;

      o     ceases to use commercially reasonable efforts to market Legato
            Product,

      o     ceases to do business or otherwise terminates its business
            operations.

10.3  EFFECTS OF TERMINATION. Upon termination or expiration of this Agreement
      for any reason whatsoever, CaminoSoft shall immediately: (i) cease all use
      of Legato Product and Documentation; (ii) discontinue any use of the name,
      logo, trademarks, service marks or slogans of Legato and the trade names
      of any Software; (iii) discontinue all representation or statements from
      which it might be inferred that a CaminoSoft relationship with respect to
      Legato Product exists between CaminoSoft and Legato; (iv) cease to
      promote, solicit orders for or procure orders for such Legato Product; and
      (v) return all Software, Source Code, Documentation, Confidential
      Information, and the source code to all CaminoSoft Derivative Works and
      all related materials and copies thereof to Legato. In addition to the
      foregoing, CaminoSoft agrees that it shall not, following termination of
      this Agreement, act in any way to damage the reputation or goodwill of
      Legato or any Software, CaminoSoft Derivative Work or other product.


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10.4  NO HARM UPON TERMINATION. Except as otherwise expressly provided herein,
      upon the expiration or termination of this Agreement CaminoSoft shall not
      be entitled to, and to the fullest extent permitted by law waives, any
      statutorily prescribed or other compensation, reimbursement or damages for
      loss of goodwill, clientele, prospective profits, investments or
      anticipated sales or commitments of any kind.

10.5  SURVIVAL. The following sections of this Agreement shall survive
      termination: Section 1 (Definitions); Section 3 (Ownership and
      Restrictions); Section 4 (Royalty); Section 7 (Confidential Information);
      Section 9 (Trademarks and Servicemarks); Section 11 (Special Protections
      for Source Code); Section 12 (Warranty and Disclaimers); Section 13
      (Limitation of Liability); Section 14 (Indemnification); Section 17
      (Remedies); Section 18 (Notices); Section 19 (General Provisions).

11.   SPECIAL PROTECTIONS FOR SOURCE CODE

11.1  SPECIAL NATURE OF SOURCE CODE. CaminoSoft agrees and acknowledges that the
      Source Code is: (i) proprietary to Legato; (ii) is of significant value to
      Legato; (iii) is not publicly available; (iv) contains trade secrets of
      Legato; and (v) constitutes Confidential Information of Legato subject to
      the requirements of this Section 11. In addition to the requirements of
      Section 7, CaminoSoft shall comply with the following restrictions on use
      of the Source Code and shall maintain the Source Code in accordance with
      the following security procedures.

11.2  RESPONSIBLE MANAGER. CaminoSoft shall designate a management-level
      CaminoSoft employee (the "Responsible Manager") who shall have
      responsibility for preserving the security of the Source Code at all
      times.

11.3  ACCESS. No Authorized Person shall have access to the Source Code unless
      and until: (i) they have been apprised of and acknowledges the
      confidential and proprietary nature of the Source Code; (ii) have been
      trained with respect to the procedures designed to preserve its
      confidentiality; (iii) and is subject to a binding and enforceable
      obligation neither to use such Source Code (other than for purposes
      expressly permitted by this Agreement) nor to disclose such Source Code to
      any person or entity other than a person similarly authorized to access
      the Source Code. CaminoSoft at anytime may change the Authorized Persons.

11.4  SECURITY FOR PHYSICAL MEDIA. To the extent the Source Code is contained in
      physical media, CaminoSoft shall maintain such Source Code in a room or
      locker in the Facility to which access may be obtained only through a key
      or computerized card-access security system and to which only the
      Authorized Persons shall have access. All such Source Code shall be marked
      with the restrictive legend "LEGATO CONFIDENTIAL AND PROPRIETARY: FOR USE
      BY AUTHORIZED PERSONS ONLY." Before any physical storage media containing
      Source Code is released for reuse, it will be degaussed or completely
      overwritten. Source Code contained on optical disks shall be returned to
      Legato.


                                       11
<PAGE>


11.5  SECURITY FOR SOFT MEDIA. To the extent the Source Code is stored
      electronically on an information processing system, such system shall meet
      the following requirements:

      o     Such system will have password-controlled access. Each user will
            have a unique user id and associated password. The Source Code shall
            be stored in data sets which shall be separately password protected
            and each password will be unique.

      o     Such system, and the Source Code in particular, shall not be
            accessible through dial-up facilities or other form of remote
            connection.

      o     Only Authorized Persons and Legato employees (if required) shall be
            issued password access to data sets containing Source Code. Each
            such password will be randomly selected, non-obvious, and
            nontrivial. Logon passwords will be changed at least every thirty
            (30) days. Displaying and printing of passwords will be either
            inhibited or masked.

11.6  RECORDS AND INVESTIGATIONS. The Responsible Manager shall maintain a
      record of all persons who have access to the Source Code and the computer
      system shall maintain a record of each time a user accessed the Source
      Code and the user id of such user. CaminoSoft shall record and investigate
      all unauthorized attempts to gain access to the Source Code and shall
      promptly notify Legato of any loss, theft, or unauthorized use or
      disclosure of the Source Code. CaminoSoft shall make such records
      available to Legato at Legato's reasonable request.

11.7  SECURITY REVIEWS. CaminoSoft shall conduct periodic reviews to ensure
      compliance with the foregoing security requirements. Legato shall have the
      right to conduct a review to ensure compliance with the foregoing security
      restrictions, including an interview of the Responsible Manager and
      inspection the records maintained by CaminoSoft pursuant to subsection
      11.6 above, on three (3) Business Days written notice.

11.8  ACTIVITY RESTRICTIONS. CaminoSoft shall cause each of its employees who
      have access to the Source Code to agree in writing: (i) to notify Legato
      if they engage in the development of any software which is in direct
      competition with the Software at any time during the two years following
      the last such access, and (ii) to execute, prior to any such engagement, a
      confidentiality agreement in favor of Legato in form and substance similar
      to the confidentiality provisions of Section 7 hereof, including the
      restriction on the use of the Source Code and any Confidential
      Information.


                                       12
<PAGE>


11.9  RETURN OF SOURCE CODE. Upon termination of this Agreement, CaminoSoft
      shall immediately return to Legato all Source Code, in whatever form,
      including all copies, fragments, excerpts, and any materials containing
      Source Code, whether or not such Source Code has been intermingled with
      CaminoSoft Derivative Works, or CaminoSoft's own information or materials,
      and will certify to Legato that all forms of such Source Code have been
      returned.

12.   WARRANTY AND DISCLAIMERS.

12.1  LIMITED WARRANTY. CaminoSoft warrants that the support services to be
      provided to End Users will be performed with the same degree of skill and
      professionalism as is demonstrated by like professionals performing
      services of a similar nature.

12.2  OUTSTANDING SUPPORT AGREEMENTS. Legato represents that all of its current
      contracts for support of the Software expire on or before December 31st,
      2003, except as set forth in Exhibit C.

12.3  WARRANTY DISCLAIMER. LEGATO MAKES NO WARRANTIES WITH RESPECT TO any
      Software, license or SERVICE AND DISCLAIMS ALL Statutory or IMPLIED
      WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,
      FITNESS FOR A PARTICULAR PURPOSE, or arising from a course of dealing or
      usage of trade and any WARRANTIES OF NONINFRINGEMENT. LEGATO DOES NOT
      WARRANT THAT THE Software WILL MEET any REQUIREMENTS or THAT THE OPERATION
      OF THE Software WILL BE UNINTERRUPTED OR ERROR FREE. CAMINOSOFT WILL
      HANDLE AND BE RESPONSIBLE FOR ALL WARRANTY RETURNS FROM ITS End-users or
      Resellers.

12.4  NORMAL DISTRIBUTION. Legato warrants that it has not Contracted For
      Support and Updates for the Software during the 90 days preceding the
      Effective Date in an aggregate amount greater than 30% of its aggregate
      Contracts For Support and Updates for the Software for the twelve months
      preceding the Effective Date. CaminoSoft's sole remedy for breach of this
      warranty shall be to receive 85% of any amounts received in respect of
      Contracts For Support and Updates that are in excess of such 30% limit for
      such 90 day period.

13.   LIMITATION OF LIABILITY.

13.1  LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT
      OR OTHERWISE, LEGATO WILL in no event BE LIABLE WITH RESPECT TO ANY
      SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT, OR OTHER LEGAL
      OR EQUITABLE THEORY FOR: (I) ANY Indirect, special, INCIDENTAL OR
      CONSEQUENTIAL DAMAGES, however caused and whether or not advised in
      advance of the possibility of such damages; or (ii) damages for LOST
      profits or lost DATA; OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS,
      TECHNOLOGY OR SERVICES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
      CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITATION OF
      LIABILITY OR LIMITED REMEDY, LEGATO'S ENTIRE AGGREGATE LIABILITY ARISING
      FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY
      LEGAL THEORY, WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE, SHALL BE
      LIMITED TO TWO HUNDERD AND FIFTY THOUSAND DOLLARS ($250,000).


                                       13
<PAGE>


14.   INDEMNIFICATION.

14.1  INDEMNIFICATION BY CAMINOSOFT. CaminoSoft shall defend any action brought
      against Legato, its officers, directors, agents and employees, and shall
      pay all costs, liabilities, damages and legal fees finally awarded against
      Legato in, or paid in settlement of, such action, to the extent such
      action is based on a third-party claim: (i) where CaminoSoft's
      modification, use or distribution of the Legato Products is not in strict
      accordance with this Agreement; (ii) of any misrepresentation or any
      breach of any warranty, covenant or agreement on the part of CaminoSoft;
      or (iii) such third party claim or action against Legato is for injuries
      or damage to persons or property caused or claimed to have been caused by
      the negligent acts or omissions of CaminoSoft personnel while in the
      course of performing work under this Agreement; (iv) such claim or
      proceeding relates to any warranty, representation, liability limit,
      remedy, indemnity, or other obligation stated by CaminoSoft in its license
      agreement or other agreement between CaminoSoft and such third party,
      which has terms that differ from the provisions set forth in Exhibit A; or
      (v) involving Support of Novell or any End-Users or Legato reseller whose
      support contracts have been assigned to CaminoSoft pursuant to Section
      8.2.

14.2  INDEMNIFICATION BY LEGATO. Legato shall defend any action brought against
      CaminoSoft, its officers, directors, agents and employees, and shall pay
      all costs, liabilities, damages and legal fees finally awarded against
      CaminoSoft in, or paid in settlement of, such action, to the extent such
      action is based on a third-party claim that use or distribution by
      CaminoSoft of the Legato Product within the scope of the licenses granted
      hereunder directly infringes any United States patent or trademark issued
      as of the Effective Date or any copyright or trade secret, provided that:
      (i) CaminoSoft promptly notifies Legato of any and all threats, claims or
      proceedings potentially implicating the indemnity obligations set forth in
      this Section 14.2; and (ii) Legato is given reasonable assistance and the
      opportunity to assume sole control over the defense and all negotiations
      for a settlement or compromise. Legato will not be responsible for any
      settlement it does not approve in writing.

14.3  INFRINGEMENT REMEDIES. If the Legato Product is, or in Legato's opinion is
      likely to become, the subject of a valid claim, suit, or proceedings
      alleging infringement, Legato may either: (i) procure, at no cost to
      CaminoSoft, the right to continue using the Legato Product; (ii) replace
      or modify the Legato Product, at no cost to CaminoSoft, to make it
      non-infringing, or (iii) terminate the license for the infringing Legato
      Product and grant a refund credit thereon as amortized on a straight-line
      sixty (60) month basis.


                                       14
<PAGE>


14.4  DISCLAIMER. THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY AND
      OBLIGATIONS OF LEGATO WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT
      OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCT and IS IN LIEU OF ANY
      WARRANTIES OF NONINFRINGEMENT.

14.5  EXCEPTIONS. The foregoing indemnity obligation of Legato does not apply
      with respect to Legato Product or portions or components thereof: (i) not
      supplied by Legato, (ii) made in whole or in part in accordance to
      CaminoSoft specifications or that constitute a CaminoSoft Derivative Work,
      (iii) which are modified after shipment by Legato, if the alleged
      infringement relates to such modification, (iv) combined with other
      products, processes or materials where the alleged infringement relates to
      such combination, or (v) where CaminoSoft continues allegedly infringing
      activity after being notified thereof or after being informed of
      modifications that would have avoided the alleged infringement.

15.   COMPLIANCE WITH APPLICABLE LAWS

EXPORT AND IMPORT CONTROLS. CaminoSoft acknowledges that the Software and the
      technical data received from Legato in accordance with the terms hereunder
      may be subject to United States export and import controls, and in the
      performance of its obligations, CaminoSoft shall at all times strictly
      comply with all laws, regulations and orders, and agrees to commit no act
      which, directly or indirectly, would violate any United States or other
      countries', regulations or orders.

16.   GOVERNMENT MATTERS.

16.1  GOVERNMENT RESTRICTED RIGHTS. This provision applies to Legato Product
      licensed directly or indirectly to or on behalf of any government by
      CaminoSoft or a Reseller. The Software or CaminoSoft Derivative Work is a
      commercial software product, licensed on the open market at market prices,
      and was developed entirely at private expense and without the use of any
      government funds. Any use modification, reproduction, release,
      performance, display, or disclosure of the Software or CaminoSoft
      Derivative Work by any government shall be governed solely by the terms
      specified in Exhibit A and shall be prohibited except to the extent
      expressly permitted thereto, and no license to the Software or CaminoSoft
      Derivative Work is granted to any government requiring different terms.

16.2  U.S. GOVERNMENT USERS. If the Legato Product is acquired directly or
      indirectly by or on behalf of the United States Government, then use,
      duplication, or disclosure is subject to the restrictions as set forth in
      the Rights in Technical Data and Computer Software clause at DFARS
      252.227-7013 subparagraph (c)(1)(ii), or the Commercial Computer Software
      - Restricted Rights at CFR 52.227-19, subparagraphs (c)(1) and (2), as
      applicable. Manufacturer is Legato Systems, Inc., Mountain View,
      California.


                                       15
<PAGE>


17.   REMEDIES

17.1  GOVERNING LAW. This Agreement shall be governed by the laws of the State
      of California, as applied to agreements entered into and to be performed
      entirely within California between California residents, without regard to
      the principles of conflict of laws or the United Nations Convention on
      Contracts for the International Sale of Goods.

17.2  JURISDICTION. The U.S. federal and state courts of the State of California
      located in Santa Clara County shall have sole and exclusive jurisdiction
      and venue to adjudicate over any actions relating to the subject matter of
      this Agreement. The parties hereto consent to the exclusive jurisdiction
      of the courts specified above, and expressly waive any objection to the
      jurisdiction, venue, or convenience of such courts.

17.3  INJUNCTIVE RELIEF. The parties agree that a breach of this Agreement
      adversely affecting Legato's intellectual property rights in the Legato
      Products or Documentation may cause irreparable injury to Legato for which
      monetary damages may not be an adequate remedy and Legato shall be
      entitled to equitable relief in addition to any remedies it may have
      hereunder or at law.

18.   NOTICES

All   notices under this Agreement are to be delivered by (i) depositing the
      notice in the mail, using registered mail, return receipt requested,
      addressed to the address below or to any other address as the party may
      designate by providing notice, (ii) telecopying the notice by using the
      telephone number set forth below or any other telephone number as the
      party may designate by providing notice, (iii) overnight delivery service
      addressed to the address below or to any other address as the party may
      designate by providing notice, or (iv) hand delivery to the individual
      designated below or to any other individual as the party may designate by
      providing notice. The notice shall be deemed delivered (i) if by
      registered mail, four (4) days after the notice's deposit in the mail,
      (ii) if by telecopy, on the date the notice is delivered, (iii) if by
      overnight delivery service, on the day of delivery, and (iv) if by hand
      delivery, on the date of hand delivery.

      If to Legato:                 Legato Systems, Inc
                                    2350 El Camino Real Mountain View,
                                    California 94040,
                                    USA
                                    Attention:       General Counsel
                                    Telephone:       650 210-7215
                                    Facsimile        (650) 210 -7800

      If to CaminoSoft:             CaminoSoft Corporation
                                    600 Hampshire Road Suite 105
                                    Westlake Village, CA. 91361
                                    Attention Stephen W. Crosson CFO
                                    805-370-3100
                                    Fax 808-370-3200


                                       16
<PAGE>

                        And         David I Kornbluh
                                    Miller Morton Caillat & Nevis
                                    50 West San Fernando Street Suite 1300
                                    San Jose, CA. 95113
                                    Attorney for CaminoSoft
                                    408-292-1765
                                    Fax  408-292-4484

19.   GENERAL PROVISIONS

19.1  ASSIGNMENT. Neither this Agreement nor any rights or obligations
      hereunder, in whole or in part, shall be assignable or otherwise
      transferable by CaminoSoft, except that In the event of a merger,
      acquisition, consolidation, reorganization, or sale of substantially all
      of its assets or of its business CaminoSoft, with the prior written
      consent of Legato which shall not be unreasonably withheld, may assign its
      rights and transfer its obligations hereunder to the surviving
      corporation. Legato may assign its rights and transfer its obligations
      hereunder provided CaminoSoft is previously notified in writing of such
      assignment.

19.2  COMPLETE AGREEMENT. The parties agree that this Agreement is the complete
      and exclusive statement of the agreement between the parties, which
      supersedes and merges all prior proposals, understandings and all other
      agreements, oral or written, between the parties relating to this
      Agreement.

19.3  AMENDMENT. This Agreement may not be modified, altered or amended except
      by written instrument duly executed by both parties.

19.4  WAIVER. The waiver or failure of either party to exercise in any respect
      any right provided for in this Agreement shall not be deemed a waiver of
      any further right under this Agreement.

19.5  SEVERABILITY. If any provision of this Agreement is invalid, illegal or
      unenforceable under any applicable statute or rule of law, it is to that
      extent to be deemed omitted. The remainder of the Agreement shall be valid
      and enforceable to the maximum extent possible.

19.6  PRESS RELEASE. Neither party shall issue any press release or any other
      public announcement related to this Agreement without the prior written
      consent of the other party before to the release thereof.


                                       17
<PAGE>


19.7  READ AND UNDERSTOOD. Each party acknowledges that it has read and
      understands this Agreement and agrees to be bound by its terms.


IN WITNESS WHEREOF EACH OF THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT BY
THEIR DULY AUTHORIZED REPRESENTATIVES.


LEGATO SYSTEMS, INC.                       CAMINOSOFT CORPORATION


---------------------------------          ----------------------------------


---------------------------------


---------------------------------          ----------------------------------
           [Signature]                                [Signature]


Name:                                      Name:
      ---------------------------               -----------------------------

Title:                                     Title:
      ---------------------------               -----------------------------

Address:                                   Address:
        -------------------------                  --------------------------

      ---------------------------               -----------------------------

Date:                                      Date:
      ---------------------------               -----------------------------


                                       18
<PAGE>


                                    Exhibit B

                 ----------------------------------------------

1.    SCOPE

1.1   Support shall be provided only to Liaison(s) identified by Legato from
      time to time on the form specified in Appendix 1, and consists of
      telephone assistance, email, access to self-help and on-line resources,
      and Fixes.

1.2   Support will be provided for a maximum of three (3) Liaisons.

1.3   Support is provided for the Software

2.    CAMINOSOFT RESPONSIBILITIES

2.1   During the term of this Agreement CAMINOSOFT shall:

      2.1.1 Exercise commercially diligent efforts to correct any Problem
            reported by Liaison in the current, unmodified release of the
            Software in accordance with the Severity level reasonably assigned
            to such Problem by Legato. The Severity levels are as defined below:

            *     SEVERITY LEVEL 1, CRITICAL: means that a business process is
                  severely affected and there is no procedural workaround,
                  End-user cannot recover needed data files. A system workaround
                  is required immediately;

            *     SEVERITY LEVEL 2, SERIOUS: means that a business process is
                  affected, thereby exposing the data to potential loss but
                  normal business operations are not disrupted;

            *     SEVERITY LEVEL 3, MEDIUM IMPACT: means there is some loss of
                  functionality, but no immediate business exposure; and

            *     SEVERITY LEVEL 4, LOW: means a request for information or
                  enhancement.


                                       19
<PAGE>


      2.1.2 Receive and track Problems reported by the Liaison via telephone or
            e-mail seven (7) days a week, twenty-four (24) hours a day (7x24).

      2.1.3 Provide Back-line Technical Support to Liaisons for new Severity 1
            cases 7x24. Severity 1 Problems must be reported via telephone.

      2.1.4 Provide Back-line Technical Support to Liaisons for Severity 2,
            Severity 3 and Severity 4 Problems during regular business hours on
            Business Days.

      2.1.5 Promptly engage engineering resources, as required for Level 3
            Support, with supporting materials for Problems. The technical
            support engineer assigned to the Case will act as coordinator
            between CAMINOSOFT engineering and Liaison to solicit information
            and provide status on the Problem Resolution progress.

2.2   SERVICE LEVEL OBJECTIVES. During the term of this Agreement, CAMINOSOFT
      shall use its commercially diligent efforts to meet the following service
      level objectives and response times. Legato acknowledges that these are
      objectives only and that CAMINOSOFT shall not be held liable for failing
      to meet any of the times specified herein.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
     SEVERITY LEVEL          I INITIAL CALLBACK        CONTACT
                                    TIME                STATUS                 PROBLEM RESOLUTION
                                                      FREQUENCY
--------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>                 <C>
           1                     30 Minutes             Daily                    Continuous 7x24
--------------------------------------------------------------------------------------------------------------
           2                       1 Hour               Daily             Continuous 5x9 Business Days
--------------------------------------------------------------------------------------------------------------
           3                      4 Hours               Weekly             As Required (Business Days)
--------------------------------------------------------------------------------------------------------------
           4                   1 Business Day          Monthly             As Required (Business Days)
--------------------------------------------------------------------------------------------------------------
</TABLE>

2.3   The initial callback is by a technical support engineer.

2.4   Frequency for ongoing communication is between CaminoSoft's technical
      support engineer's and Liaison and is intended to drive Problem
      Resolution. The frequency may change when jointly agreed to by parties.

2.5   RECLASSIFICATION OF SEVERITY LEVEL. CAMINOSOFT reserves the right to
      downgrade the severity of a Case as solutions are provided to lessen the
      Problem impact or should Liaison not engage in like resolution efforts.


                                       20
<PAGE>


2.6   CASE CLOSURE. Case closure occurs when one of the following conditions has
      satisfied the operational requirements of End-user's environment:

      2.6.1 A solution or answer provided;

      2.6.2 A Bug fix is provided;

      2.6.3 A workaround is provided;

      2.6.4 Other vendor solution is identified (i.e. Operating System, Network
            or Hardware)

      2.6.5 Documentation bug submitted;

      2.6.6 A Request for Enhancement is submitted.

3.    LEGATO'S RESPONSIBILITIES

3.1   During the terms of this agreement the Legato shall:

      3.1.1 Complete and keep current, Appendix 1 and return to CAMINOSOFT
            within three (3) Business Days of the Effective Date with a minimum
            of one (1) Liaison and the Administrative Contact.

      3.1.2 Communicate permanent changes or additions to Liaison list at least
            two (2) Business Days prior to the new Liaison requesting any
            technical assistance by completing a new Appendix 1.

      3.1.3 Comply with requirement that all Case activity be opened and managed
            by Liaisons.

      3.1.4 Provide CAMINOSOFT with a complete and concise Problem description,
            all details pertaining to the Problem, Software name and version,
            and relevant Operating System or platform information.

      3.1.5 To the best of its abilities, read, comprehend and follow operating
            instructions and procedures as specified in, but not limited to
            documentation and other correspondence related to the Software, and
            shall follow procedures and recommendations provided by CAMINOSOFT
            support personnel in an effort to correct Problems.

      3.1.6 Notify CAMINOSOFT of Problems in accordance with the then-current
            CAMINOSOFT problem reporting procedures. If CAMINOSOFT reasonably
            believes that a problem reported by Legato may not be due to an
            Problem in the Software, CAMINOSOFT will so notify Legato.

      3.1.7 Promptly obtain training or certification (where available) on the
            use of all Software for Liaisons and keep such Liaisons trained in
            all current releases of the Software.

4.    WARRANTY AND DISCLAIMER

4.1   LIMITED WARRANTY. CAMINOSOFT warrants that services provided hereunder
      will be performed with the same degree of skill and professionalism as is
      demonstrated by like professionals performing services of a similar
      nature.


                                       21
<PAGE>


4.2   WARRANTY DISCLAIMER. THESE TERMS AND CONDITIONS CONSTITUTE A SUPPORT
      CONTRACT AND NOT A PRODUCT WARRANTY. ALL SOFTWARE AND MATERIALS RELATED
      THERETO ARE SUBJECT EXCLUSIVELY TO THE WARRANTIES SET FORTH IN THE
      APPLICABLE END-USER LICENSE AGREEMENT. All work performed hereunder is "AS
      IS" without warranty of any kind. CAMINOSOFT hereby disclaims all
      warranties express or implied, statutory, or otherwise, including without
      limitation any implied warranties of merchantability, fitness for a
      particular purpose, and non-infringement.

4.3   DISCLAIMER. This agreement does not imply any guarantee by CAMINOSOFT to
      Fix any reported Problems or provide Fixes within a pre-defined time
      frame. CAMINOSOFT actively solicits RFE's from its Resellers and other
      partners and customers, however, this in no way commits CAMINOSOFT to
      implement any such changes. In addition, Support is limited to assisting
      Legato with current production Software and does not include support of
      other software (device drivers, shell scripts or special programs) or
      hardware (tape drives, Autochanger, etc.) not normally supported or
      certified by CaminoSoft.


                                       22
<PAGE>


Appendix 1
to
Exhibit B

Legato Information or Modification

<TABLE>
<CAPTION>
<S>                                                   <C>
   ----------------------- ---------------------------------------------------------------------------------
   LEGATO
   ----------------------- ---------------------------------------------------------------------------------
   Address 1
   ----------------------- ---------------------------------------------------------------------------------
   Address 2
   ----------------------- ---------------------------------------------------------------------------------
   City, State, Zip
   ----------------------- ---------------------------------------- ----------------------------------------
   LIAISON #1                                                       CAMINOSOFT Contact Code:
   ----------------------- -------------------------- --------------------------- --------------------------
   Phone Number                                       FAX Number
   ----------------------- -------------------------- --------------------------- --------------------------
   E-mail Address                                     Pager Number
   ----------------------- -------------------------- --------------------------- --------------------------
   LIAISON #2                                                       CAMINOSOFT Contact Code:
   ----------------------- -------------------------- --------------------------- --------------------------
   Phone Number                                       FAX Number
   ----------------------- -------------------------- --------------------------- --------------------------
   E-mail Address                                     Pager Number
   ----------------------- -------------------------- --------------------------- --------------------------
   LIAISON #3                                                       CAMINOSOFT Contact Code:
   ----------------------- -------------------------- --------------------------- --------------------------
   Phone Number                                       FAX Number
   ----------------------- -------------------------- --------------------------- --------------------------
   E-mail Address                                     Pager Number
   ---------------------------------------------------------------------------------------------------------
     Previous Liaison
   ----------------------- ---------------------------------------- ----------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
<S>                                                   <C>
                                                                    CAMINOSOFT Contact Code:
   PREVIOUS LIAISON
   ----------------------- -------------------------- --------------------------- --------------------------
   Phone Number                                       FAX Number
   ----------------------- -------------------------- --------------------------- --------------------------
   E-mail Address                                     Pager Number
   ----------------------- ---------------------------------------- ----------------------------------------
   NEW LIAISON #1                                                   CAMINOSOFT Contact Code:
   ----------------------- ---------------------------------------- ----------------------------------------
   Phone Number                                       FAX Number
   E-mail Address                                     Pager Number
   ----------------------- ---------------------------------------- ----------------------------------------
   PREVIOUS LIAISON                                                 CAMINOSOFT Contact Code:
   ----------------------- -------------------------- --------------------------- --------------------------
   Phone Number                                       FAX Number
   ----------------------- -------------------------- --------------------------- --------------------------
   E-mail Address                                     Pager Number
   ----------------------- -------------------------- --------------------------- --------------------------
   NEW LIAISON #2                                                   CAMINOSOFT Contact Code:
   ----------------------- ---------------------------------------- ----------------------------------------
   Phone Number                                       FAX Number
   ----------------------- -------------------------- --------------------------- --------------------------
   E-mail Address                                     Pager Number
   ----------------------- -------------------------- --------------------------- --------------------------
</TABLE>


---------------------------------            -----------------------------------
(AUTHORIZED SIGNATURE)                       (PRINTED NAME)


---------------------------------            -----------------------------------
(Title)                                      (Date)


<PAGE>

                                    EXHIBIT C

<TABLE>
<CAPTION>
 SITE_IDSITE NAME               DESCRIPTION                                          Coverage Level             Contract
                                                                                                                End Date
<S>                             <C>                                                  <C>                        <C>
   11407CITIZENS BANK           Availability SnapShotServer for NetWare License      Updates                    07/31/06

   11407CITIZENS BANK           Availability SnapShotServer for NetWare License      Updates                    07/31/06

   11407CITIZENS BANK           StandbyServer for NetWare per Server License         Updates                    07/31/06

   11407CITIZENS BANK           StandbyServer for NetWare per Server License         Updates                    07/31/06

   50996STATE OF ALASKA DGGS    StandbyServer                                        24X7 EXTENDED COVERAGE     06/26/05

   19316ENRON CORP.             StandbyServer                                        24X7 EXTENDED COVERAGE     08/27/04

   19316ENRON CORP.             StandbyServer                                        24X7 EXTENDED COVERAGE     08/27/04

   15814DELL COMPUTER CORP      StandbyServer for NetWare per Server License         Updates                    06/30/04

   74390DELL COMPUTER CORP      StandbyServer for NetWare per Server License         Updates                    06/30/04

   74390DELL COMPUTER CORP      StandbyServer for NetWare per Server License         Updates                    06/30/04
</TABLE>