EXHIBIT 4.5

      VOID AFTER 5:00 P.M., CALIFORNIA TIME, ON JULY 19, 2009

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

Date: July 19, 2004

                                CAMINOSOFT CORP.
                             STOCK PURCHASE WARRANT

      THIS CERTIFIES THAT, for value received, BFSUS Special Opportunities Trust
PLC, a public limited company registered in England and Wales, or its registered
assigns, is entitled to purchase from CAMINOSOFT CORP., a corporation  organized
under the laws of the State of California (the  "COMPANY"),  at any time or from
time to time  during  the  Exercise  Period  (as  defined  in Section 2 hereof),
471,698 fully paid and  nonassessable  shares of the Company's  common stock, no
par value (the "COMMON  STOCK"),  at an exercise  price per share (the "EXERCISE
PRICE") of $0.53.  The number of shares of Common  Stock  purchasable  hereunder
(the  "WARRANT  SHARES") and the  Exercise  Price are subject to  adjustment  as
provided in Section 4 hereof.

         This  Warrant  is  subject  to  the  following  terms,  provisions  and
conditions:

      1. (a)  MANNER OF  EXERCISE;  ISSUANCE  OF  CERTIFICATES.  Subject  to the
provisions hereof, including,  without limitation,  the limitations contained in
Section 7 hereof,  this Warrant may be exercised at any time during the Exercise
Period by the holder  hereof,  in whole or in part,  by  delivery of a completed
exercise  agreement in the form attached hereto (the "EXERCISE  AGREEMENT"),  to
the  Company by 5 p.m.  California  time on any  Business  Day at the  Company's
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the holder hereof) and upon payment to the Company as
provided in Section 1(b) below of the applicable  Exercise Price for the Warrant
Shares  specified in the  Exercise  Agreement.  The Warrant  Shares so purchased
shall be deemed to be issued to the holder hereof or such holder's designee,  as
the record  owner of such  shares,  as of the close of  business  on the date on
which  this  Warrant  shall have been  surrendered  and the  completed  Exercise
Agreement  shall have been  delivered  and payment shall have been made for such
shares as set forth  above or, if such day is not a  Business  Day,  on the next
succeeding  Business  Day. The Warrant  Shares so  purchased,  representing  the
aggregate  number  of  shares  specified  in the  Exercise  Agreement,  shall be
delivered to the holder hereof within a reasonable  time, not exceeding five (5)
Business  Days,  after this Warrant shall have been so exercised  (the "DELIVERY
PERIOD").  If the Company's  transfer agent is  participating  in the Depository
Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as
the  certificates  therefor  do not  require  a  legend  and the  holder  is not
obligated to return such certificate for the placement of a legend thereon,  the
Company shall cause its transfer  agent to  electronically  transmit the Warrant
Shares so purchased to the holder by crediting  the account of the holder or its
nominee with DTC through its Deposit  Withdrawal Agent  Commission  system ("DTC
TRANSFER").  If  the  aforementioned  conditions  to  a  DTC  Transfer  are  not
satisfied,  the  Company  shall  deliver  to the  holder  physical  certificates
representing the Warrant Shares so purchased.  Further,  the holder may instruct
the  Company to deliver to the holder  physical  certificates  representing  the
Warrant  Shares so  purchased  in lieu of  delivering  such shares by way of DTC
Transfer. Any certificates so delivered shall be in such denominations as may be
requested by the holder  hereof,  shall be registered in the name of such holder
or such other name as shall be designated by such holder and, following the date
on which the  Warrant  Shares may be sold by the holder  pursuant to Rule 144(k)
promulgated  under the Securities Act (or a successor rule),  shall not bear any
restrictive  legend.  If this Warrant  shall have been  exercised  only in part,
then, unless this Warrant has expired, the Company shall, at its expense, at the
time of  delivery  of such  certificates,  deliver to the  holder a new  Warrant
representing  the number of shares with respect to which this Warrant  shall not
then have been exercised.

      (b) PAYMENT OF EXERCISE PRICE.  The holder shall pay the Exercise Price in
immediately available funds; provided,  however, if a registration statement has
not become effective pursuant to a registration  requested by holder pursuant to
the terms of the Registration Rights Agreement, dated as of July 19, 2004, among
CaminoSoft  Corp.,  Renaissance US Growth Investment Trust PLC and BFSUS Special
Opportunities  Trust PLC and is not effective at the time holder  exercises this
Warrant,  the holder hereof may satisfy its obligation to pay the Exercise Price
through a "cashless  exercise,"  in which  event the Company  shall issue to the
holder hereof the number of Warrant Shares determined as follows:




<PAGE>

                                 X = Y [(A-B)/A]

                where:

                                    X =  the  number  of  Warrant  Shares  to be
                                    issued to the holder.

                                    Y  =  the  number  of  Warrant  Shares  with
                                    respect  to  which  this  Warrant  is  being
                                    exercised.

                                    A = the  average of the  Closing  Prices for
                                    the five trading days  immediately  prior to
                                    (but not including) the Exercise Date.

                                    B = the Exercise Price.

            For purposes of Rule 144 promulgated under the Securities Act, it is
intended,  understood  and  acknowledged  that the  Warrant  Shares  issued in a
cashless  exercise  transaction  shall be deemed to have  been  acquired  by the
holder hereof,  and the holding period for the Warrant Shares shall be deemed to
have commenced,  on the date this Warrant was originally  issued pursuant to the
Purchase Agreement.

      2. PERIOD OF  EXERCISE.  Except as set forth in Section  7(h) below,  this
Warrant may be exercised at any time or from time to time (an  "EXERCISE  DATE")
during the period (the "EXERCISE  PERIOD")  beginning on (a) the date hereof and
ending (b) at 5:00 p.m., California time, on the fifth annual anniversary of the
date of original  issuance  hereof.  Notwithstanding  anything  to the  contrary
herein, the Exercise Period shall be extended one (1) day for each day following
the  Exercise  Date  that  the  holder  hereof  may  not  sell  shares  under  a
registration  properly  requested by holder pursuant to the Registration  Rights
Agreement  or  pursuant  to Rule 144  under  the  Securities  Act if the  holder
effected a "cashless exercise" of this Warrant pursuant to Section 1(b), in each
case only if and only to the extent such  inability to sell is the result of the
Company's breach of its  registration  obligations set forth in the Registration
Rights  Agreement or obligations with respect to resales of Warrant Shares under
Rule 144 of the Securities Act.

      3. CERTAIN  AGREEMENTS OF THE COMPANY.  The Company  hereby  covenants and
agrees as follows:



                                       2
<PAGE>

            (a) SHARES TO BE FULLY PAID. All Warrant Shares will,  upon issuance
in accordance with the terms of this Warrant, be validly issued,  fully paid and
nonassessable and free from all taxes,  liens,  claims and encumbrances  (except
for restrictions existing under applicable securities laws).

            (b) RESERVATION OF SHARES.  During the Exercise Period,  the Company
shall at all times have  authorized,  and  reserved  for the purpose of issuance
upon exercise of this Warrant,  a sufficient number of shares of Common Stock to
provide for the exercise in full of this Warrant  (without  giving effect to the
limitations on exercise set forth in Section 7(h) hereof).

            (c)  LISTING.  The  Company has secured the listing of the shares of
Common Stock  issuable  upon  exercise of or otherwise  pursuant to this Warrant
upon each national  securities  exchange or automated  quotation system, if any,
upon which shares of Common Stock are then listed or become  listed  (subject to
official  notice of issuance upon exercise of this Warrant) and shall  maintain,
so long as any other shares of Common Stock shall be so listed,  such listing of
all shares of Common  Stock from time to time  issuable  upon the exercise of or
otherwise  pursuant  to this  Warrant;  and the  Company  shall  so list on each
national  securities exchange or automated quotation system, as the case may be,
and shall  maintain  such listing of, any other  shares of capital  stock of the
Company  issuable upon the exercise of or otherwise  pursuant to this Warrant if
and so long as any  shares of the same  class  shall be listed on such  national
securities exchange or automated quotation system.

            (d) CERTAIN ACTIONS  PROHIBITED.  The Company will not, by amendment
of its  Articles of  Incorporation  or through any  reorganization,  transfer of
assets, consolidation,  merger, dissolution,  issuance or sale of securities, or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed by it hereunder, but will at all
times in good faith  assist in the carrying  out of all the  provisions  of this
Warrant.  Without  limiting the generality of the foregoing,  without consent of
the holder, the Company (i) will not (a) increase the par value of any shares of
Common Stock  receivable  upon the  exercise of this Warrant  above the Exercise
Price then in effect,  (b)  increase the number of  authorized  shares of Common
Stock,  or (c) authorize or issue preferred  stock,  and (ii) will take all such
actions as may be necessary or appropriate in order that the Company may validly
and legally  authorize and issue fully paid and  nonassessable  shares of Common
Stock upon the exercise of this Warrant, not subject to preemptive rights.

            (e) SUCCESSORS  AND ASSIGNS.  This Warrant shall be binding upon any
entity succeeding to the Company by merger, consolidation, or acquisition of all
or substantially all of the Company's assets.

            (f) BLUE SKY LAWS.  The  Company  shall,  on or  before  the date of
issuance  of  any  Warrant  Shares,  take  such  actions  as the  Company  shall
reasonably  determine are necessary to qualify the Warrant Shares for, or obtain
exemption  for the Warrant  Shares for,  sale to the holder of this Warrant upon
the exercise hereof under applicable securities or "blue sky" laws of the states
of the United States,  and shall provide evidence of any such action so taken to
the holder of this  Warrant  prior to such  date;  provided,  however,  that the
Company  shall not be  required  to qualify as a foreign  corporation  or file a
general consent to service of process in any such jurisdiction.


                                       3
<PAGE>

      4. ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise Price
and the number of Warrant  Shares  issuable  upon the exercise of the  Warrants,
shall be subject to adjustment from time to time as provided in this Section 4.

      In the event that any adjustment of the Exercise Price as required  herein
results in a fraction of a cent, such Exercise Price shall be rounded up or down
to the nearest cent;  provided  that,  in no event shall the Exercise  Price per
share be reduced below $0.01.

            (a) SUBDIVISION OR COMBINATION OF COMMON STOCK.  If the Company,  at
any time during the  Exercise  Period,  subdivides  (by any stock  split,  stock
dividend, recapitalization,  reorganization,  reclassification or otherwise) its
shares of Common Stock into a greater number of shares,  then, after the date of
record for effecting such subdivision,  the Exercise Price in effect immediately
prior to such subdivision will be proportionately  reduced.  If the Company,  at
any  time  during  the  Exercise  Period,  combines  (by  reverse  stock  split,
recapitalization,  reorganization,  reclassification or otherwise) its shares of
Common Stock into a smaller number of shares, then, after the date of record for
effecting such  combination,  the Exercise Price in effect  immediately prior to
such combination will be proportionately increased.

            (b)  ADJUSTMENT  IN NUMBER OF SHARES.  Upon each  adjustment  of the
Exercise Price pursuant to the provisions of this Section 4 other than a Company
Reduction  as  defined  in Section  4(l),  the number of shares of Common  Stock
issuable  upon exercise of this Warrant shall be increased or decreased to equal
the quotient  obtained by dividing (i) the product of (A) the Exercise  Price in
effect  immediately  prior to such  adjustment,  multiplied by (B) the number of
shares of Common Stock issuable upon exercise of this Warrant  immediately prior
to such adjustment, by (ii) the adjusted Exercise Price.

            (c)  CONSOLIDATION,  MERGER OR SALE. In case of any consolidation of
the Company with, or merger of the Company into, any other entity, or in case of
any sale or conveyance of all or substantially  all of the assets of the Company
other than in connection  with a plan of complete  liquidation of the Company at
any time during the Exercise Period,  then as a condition of such consolidation,
merger or sale or conveyance, adequate provision will be made whereby the holder
of this Warrant will have the right to acquire and receive upon exercise of this
Warrant in lieu of the shares of Common Stock immediately theretofore acquirable
upon the exercise of this  Warrant,  such shares of stock,  securities,  cash or
assets as may be issued or payable with respect to or in exchange for the number
of shares of Common Stock immediately theretofore acquirable and receivable upon
exercise of this Warrant had such  consolidation,  merger or sale or  conveyance
not taken place. In any such case, the Company will make  appropriate  provision
to cause the  provisions of this Section 4 thereafter to be applicable as nearly
as  may  be in  relation  to  any  shares  of  stock  or  securities  thereafter
deliverable  upon the exercise of this Warrant.  The Company will not effect any
consolidation,  merger or sale or conveyance of all or substantially  all of its
assets unless prior to the consummation  thereof, the successor entity (if other
than the  Company)  assumes by written  instrument  the  obligations  under this
Warrant and the obligations to deliver to the holder of this Warrant such shares
of stock,  securities or assets as, in accordance with the foregoing provisions,
the holder may be entitled to acquire.  If a transaction  constitutes or results
in a Change of  Control,  then at the  request  of the holder  hereof  delivered
before the 90th day after such  transaction,  the Company (or any such successor
or surviving  entity) will  purchase the Warrant from the holder of this Warrant
for a purchase  price,  payable in cash within five (5) Business Days after such
request (or, if later, on the effective date of such transaction),  equal to the
Black-Scholes value of the remaining  unexercised portion of this Warrant on the
date of such  request.  For the  purposes of this  Section,  "CHANGE OF CONTROL"
means the  consummation  of a "Rule 13e-3  transaction" as defined in Rule 13e-3
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), with
respect to the Company that is initiated by a member of the Company's management
(but not a Rule 13e-3 transaction  initiated by the holder of this Warrant,  any
of its  affiliates or any officers,  directors or managers of such holder or its
affiliates).


                                       4
<PAGE>

            (d)  DISTRIBUTION  OF ASSETS.  In case the Company  shall declare or
make any  distribution of its assets (other than cash) (or rights to acquire its
assets  (other  than  cash))  to  all  holders  of  Common  Stock  as a  partial
liquidating dividend, stock repurchase, by way of return of capital or otherwise
(including any dividend or distribution to the Company's  stockholders of shares
(or  rights  to  acquire   shares)  of  capital  stock  of  a   subsidiary)   (a
"DISTRIBUTION"),  at any time during the Exercise Period, then, upon exercise of
this  Warrant  for the  purchase  of any or all of the  shares of  Common  Stock
subject  hereto,  the holder of this  Warrant  shall be  entitled to receive its
pro-rata  amount of such assets (or such  rights) as would have been  payable to
the holder had such holder been the holder of such shares of Common Stock on the
record date for the determination of stockholders entitled to such Distribution.

            (e) NOTICE OF  ADJUSTMENT.  Upon the  occurrence  of any event which
requires any adjustment of the Exercise Price other than a Company  Reduction as
defined in Section  4(l),  then,  and in each such case,  the Company shall give
notice  thereof to the holder of this  Warrant,  which  notice  shall  state the
Exercise Price  resulting  from such  adjustment and the increase or decrease in
the number of Warrant  Shares  issuable upon  exercise of this Warrant,  setting
forth in reasonable  detail the method of  calculation  and the facts upon which
such  calculation  is based.  Such  calculation  shall be certified by the chief
financial officer of the Company.

            (f) MINIMUM  ADJUSTMENT OF THE EXERCISE  PRICE. No adjustment of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

            (g) NO FRACTIONAL  SHARES.  No fractional shares of Common Stock are
to be issued upon the exercise of this Warrant, but the Company shall pay a cash
adjustment in respect of any fractional  share which would otherwise be issuable
in an amount  equal to the same  fraction of the closing bid price of a share of
Common Stock on the Principal Market on the date of such exercise.


                                       5
<PAGE>

            (h) OTHER NOTICES. In case at any time:

                  (i) the Company  shall  declare any  dividend  upon the Common
Stock  payable  in shares  of stock of any class or make any other  distribution
(other than dividends or distributions  payable in cash out of retained earnings
consistent with the Company's past practices with respect to declaring dividends
and making distributions) to the holders of the Common Stock;

                  (ii) the Company shall offer for  subscription pro rata to the
holders of the Common Stock any additional shares of stock of any class or other
rights;

                  (iii)  there  shall  be  any  capital  reorganization  of  the
Company,  or reclassification of the Common Stock, or consolidation or merger of
the Company with or into, or sale of all or substantially  all of its assets to,
another corporation or entity; or

                  (iv) there shall be a voluntary  or  involuntary  dissolution,
liquidation or winding-up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date or estimated date on which the books of the Company shall
close or a record  shall be taken for  determining  the holders of Common  Stock
entitled to receive any such dividend,  distribution,  or subscription rights or
for  determining  the holders of Common Stock entitled to vote in respect of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation  or  winding-up  and  (b) in the  case of any  such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up,  notice of the date (or, if not then known,  a  reasonable  estimate
thereof by the Company)  when the same shall take place.  Such notice shall also
specify  the date on which the  holders of Common  Stock  shall be  entitled  to
receive such dividend, distribution, or subscription rights or to exchange their
Common Stock for stock or other  securities  or property  deliverable  upon such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation,  or  winding-up,  as the case may be. Such notice shall be given at
least  fifteen  (15)  days  prior to the  record  date or the date on which  the
Company's books are closed in respect  thereto.  Failure to give any such notice
or any defect therein shall not affect the validity of the proceedings  referred
to in clauses (i), (ii),  (iii) and (iv) above.  Notwithstanding  the foregoing,
the  Company  may  publicly  disclose  the  substance  of any  notice  delivered
hereunder prior to delivery of such notice to the holder of this Warrant.

            (i) CERTAIN EVENTS.  If, at any time during the Exercise Period, any
event  occurs of the type  contemplated  by the  adjustment  provisions  of this
Section 4 but not expressly  provided for by such  provisions,  the Company will
give notice of such event as provided in Section 4(f) hereof,  and the Company's
Board of Directors will make an appropriate adjustment in the Exercise Price and
the number of shares of Common Stock acquirable upon exercise of this Warrant so
that the rights of the holder shall be neither  enhanced nor  diminished by such
event.


                                       6
<PAGE>

            (j) CERTAIN DEFINITIONS.

                  (i)  "BUSINESS  DAY" means any day,  other than a Saturday  or
Sunday  or a day on  which  banking  institutions  in the  State of New York are
authorized or obligated by law, regulation or executive order to close.

                  (ii) "COMMON  STOCK," for purposes of this Section 4, includes
the Common  Stock and any  additional  class of stock of the  Company  having no
preference as to dividends or  distributions  on liquidation,  provided that the
shares  purchasable  pursuant to this Warrant shall include only Common Stock in
respect  of which this  Warrant is  exercisable,  or shares  resulting  from any
subdivision  or  combination  of  such  Common  Stock,  or in  the  case  of any
reorganization,   reclassification,   consolidation,  merger,  or  sale  of  the
character  referred to in Section 4(d) hereof,  the stock or other securities or
property provided for in such Section.

            (k)  ADJUSTMENT  OF  EXERCISE  PRICE BY THE  COMPANY.  To the extent
permitted  by  applicable  law,  the Company at any time shall have the right to
reduce the Exercise  Price (a "COMPANY  REDUCTION") by any amount for any period
of time;  provided that the conditions of this Section 4(l) are  satisfied.  The
Company may exercise its right to Company Reduction by delivering to each holder
of the Warrants written notice (a "COMPANY  REDUCTION  NOTICE") at least fifteen
(15)  Business Days prior to the first day of the Company  Reduction  Period (as
defined below).  The Company  Reduction  Notice shall state the reduced Exercise
Price (the "ALTERNATIVE  EXERCISE PRICE") and the period (the "COMPANY REDUCTION
PERIOD")  during which the Alternative  Exercise Price will be in effect,  which
Company  Reduction  Period  must  be at  least  fifteen  (15)  Business  Days in
duration.  A Company  Reduction Notice shall be irrevocable.  The Exercise Price
shall be adjusted  upon the  expiration of the Company  Reduction  Period to the
Exercise Price that otherwise  would then be in effect if the Company  Reduction
had not occurred. Notwithstanding anything to the contrary in this Section 4(l),
the  Alternative  Exercise  Price shall at no time be greater  than the Exercise
Price that otherwise would be in effect during such Company  Reduction Period if
such Company Reduction had not occurred.

      5. ISSUE TAX. The  issuance of  certificates  for Warrant  Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

      6. NO RIGHTS OR  LIABILITIES  AS A  STOCKHOLDER.  This  Warrant  shall not
entitle the holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.


                                       7
<PAGE>

      7. TRANSFER, EXCHANGE, REDEMPTION AND REPLACEMENT OF WARRANT.

            (a) RESTRICTION ON TRANSFER.  This Warrant and the rights granted to
the holder hereof are  transferable  in whole or in part, at any one time,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto,  at the office or agency of the  Company  referred to in
Section 7(e) below; PROVIDED,  HOWEVER, that any transfer or assignment shall be
subject  to  the  conditions  set  forth  herein.   Until  due  presentment  for
registration of transfer on the books of the Company,  the Company may treat the
registered  holder hereof as the owner and holder  hereof for all purposes,  and
the Company shall not be affected by any notice to the contrary. Notwithstanding
anything to the contrary contained herein, the registration  rights described in
Section 8 hereof are  assignable  only in accordance  with the provisions of the
Registration Rights Agreement.

            (b) WARRANT EXCHANGEABLE FOR DIFFERENT  DENOMINATIONS.  This Warrant
is exchangeable, upon the surrender hereof by the holder hereof at the office or
agency of the Company  referred to in Section  7(e) below,  for new  Warrants of
like tenor of different denominations representing in the aggregate the right to
purchase the number of shares of Common Stock which may be purchased  hereunder,
each of such new  Warrant to  represent  the right to  purchase  such  number of
shares  as  shall  be  designated  by the  holder  hereof  at the  time  of such
surrender.

            (c)  REPLACEMENT  OF WARRANT.  Upon  receipt of evidence  reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
this  Warrant and, in the case of any such loss,  theft,  or  destruction,  upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the  Company,  or,  in the  case of any  such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the Company,  at its expense,  will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

            (d)  CANCELLATION;  PAYMENT OF EXPENSES.  Upon the surrender of this
Warrant in connection with any transfer, exchange, or replacement as provided in
this Section 7, this  Warrant  shall be promptly  canceled by the  Company.  The
Company shall pay all taxes (other than securities transfer taxes) and all other
expenses  (other  than  legal  expenses,  if  any,  incurred  by the  holder  or
transferees) and charges payable in connection with the preparation,  execution,
and delivery of Warrants pursuant to this Section 7.

            (e) WARRANT REGISTER.  The Company shall maintain,  at its principal
executive  offices  (or such  other  office or agency of the  Company  as it may
designate by notice to the holder hereof), a register for this Warrant, in which
the Company  shall  record the name and address of the person in whose name this
Warrant has been issued,  as well as the name and address of each transferee and
each prior owner of this Warrant.


                                       8
<PAGE>

            (f) EXERCISE OR TRANSFER  WITHOUT  REGISTRATION.  If, at the time of
the surrender of this Warrant in  connection  with any  exercise,  transfer,  or
exchange of this  Warrant,  this Warrant (or, in the case of any  exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act and under  applicable  state  securities  or blue sky laws,  the Company may
require, as a condition of allowing such exercise,  transfer,  or exchange,  (i)
that the holder or transferee of this  Warrant,  as the case may be,  furnish to
the Company a written  opinion of counsel  (which  opinion  shall be  reasonably
acceptable to the Company and shall be in form,  substance  and scope  customary
for  opinions  of counsel in  comparable  transactions)  to the effect that such
exercise,  transfer,  or exchange  may be made  without  registration  under the
Securities Act and under applicable state securities or blue sky laws, (ii) that
the holder or transferee execute and deliver to the Company an investment letter
in form and  substance  reasonably  acceptable to the Company and (iii) that the
transferee  be an  "ACCREDITED  INVESTOR" as defined in Rule 501(a)  promulgated
under the Securities Act; provided,  that no such opinion,  letter, or status as
an  "accredited  investor"  shall be  required  in  connection  with a  transfer
pursuant to Rule 144 under the Securities Act.

      8.  REGISTRATION  RIGHTS.  The initial holder of this Warrant (and certain
assignees  thereof) are entitled to the benefit of such  registration  rights in
respect  of the  Warrant  Shares  as are set  forth in the  Registration  Rights
Agreement,  including the right to assign such rights to certain  assignees,  as
set forth therein.

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

                           If to the Company:

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

                           With a copy to:

                           Loeb & Loeb LLP

                           101000 Santa Monica Boulevard, Suite 2200
                           Los Angeles, California  90067-4164
                           Attn:   David Ficksman, Esq.
                           Telephone:       (310) 282-2000
                           Telecopier:      (310) 282-2200

      If to the holder,  at such address as such holder  shall have  provided in
writing to the  Company,  or at such other  address as such holder  furnishes by
notice given in accordance with this Section 9.


                                        9
<PAGE>

      10. GOVERNING LAW; VENUE;  WAIVER OF JURY TRIAL. All questions  concerning
the construction, validity, enforcement and interpretation of this warrant shall
be governed by and  construed  and enforced in  accordance  with the laws of the
State  of  Texas.  Each  party  hereby  irrevocably  submits  to  the  exclusive
jurisdiction  of the state and  federal  courts  sitting  in the city of Dallas,
Texas, for the adjudication of any dispute  hereunder or in connection  herewith
or with any transaction  contemplated hereby or discussed herein (including with
respect to the  enforcement  of any of the  transaction  documents),  and hereby
irrevocably  waives, and agrees not to assert in any suit, action or proceeding,
any claim  that it is not  personally  subject to the  jurisdiction  of any such
court,  that such suit,  action or  proceeding  is  improper.  Each party hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or  proceeding  by mailing a copy  thereof  via
registered or certified  mail or overnight  delivery (with evidence of delivery)
to such party at the  address in effect for  notices to it under this  agreement
and agrees that such service shall  constitute  good and  sufficient  service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve  process in any manner  permitted by law. The Company
hereby waives all rights to a trial by jury.

      11. MISCELLANEOUS.

            (a)  AMENDMENTS.  Except as provided in Section  7(h)  hereof,  this
Warrant and any provision hereof may only be amended by an instrument in writing
signed by the Company and the holder hereof.

            (b) DESCRIPTIVE  HEADINGS.  The descriptive  headings of the several
Sections of this Warrant are inserted for purposes of reference  only, and shall
not affect the meaning or construction of any of the provisions hereof.

            (c) In case any one or more of the  provisions of this Warrant shall
be invalid or unenforceable in any respect,  the validity and  enforceability of
the  remaining  terms and  provisions  of this  Warrant  shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.

            (d) Subject to the  restrictions on transfer set forth herein,  this
Warrant may be assigned by the holder.  This  Warrant may not be assigned by the
Company.  This  Warrant  shall be  binding  on and inure to the  benefit  of the
parties  hereto and their  respective  successors  and  assigns.  Subject to the
preceding  sentence,  nothing in this Warrant  shall be construed to give to any
Person  other than the  Company  and the holder  any legal or  equitable  right,
remedy or cause of action under this Warrant.


                                       10
<PAGE>

            (e) The Company will not, by amendment of its governing documents or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the holder hereof against impairment.  Without limiting
the generality of the foregoing, the Company (i) will not increase the par value
of any Warrant Shares above the amount payable  therefor on such exercise,  (ii)
will take all such action as may be reasonably necessary or appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
Warrant  Shares on the  exercise of this  Warrant,  and (iii) will not close its
stockholder  books or  records in any manner  which  interferes  with the timely
exercise of this Warrant.

            (f) In addition to any other rights available to a holder hereof, if
the Company  fails to deliver to the holder  hereof a  certificate  representing
Warrant  Shares by the fifth  Business  Day after the date on which  delivery of
such  certificate is required by this Warrant,  and if after such fifth Business
Day the holder  hereof  purchases (in an open market  transaction  or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the holder hereof
of the Warrant  Shares that the holder  hereof  anticipated  receiving  from the
Company (a  "BUY-IN"),  then the Company  shall,  within  three (3) Trading Days
after the holder hereof  requests and in the  discretion  of the holder  hereof,
either  (i) pay cash to the  holder  hereof in an amount  equal to the  holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased  (the "BUY-IN  PRICE"),  at which point the  Company's
obligation  to deliver such  certificate  (and to issue such Common Stock) shall
terminate, or (ii) promptly honor its obligation to deliver to the holder hereof
a certificate or certificates representing such Common Stock and pay cash to the
holder hereof in an amount equal to the excess (if any) of the Buy-In Price over
the product of (A) such number of shares of Common Stock,  times (B) the Closing
Price  on the date of the  event  giving  rise to the  Company's  obligation  to
deliver such certificate. Notwithstanding anything to the contrary, this Section
11(f) shall not apply if the Company fails to timely perform due to the Transfer
Agent's  failure to timely  deliver the  certificates  or  otherwise  effect the
issuance in accordance with the instructions from the Company.

            (g) The Company's obligations to issue and deliver Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the holder  hereof to enforce the same,  any waiver or
consent  with  respect to any  provision  hereof,  the  recovery of any judgment
against  any  Person  or  any  action  to  enforce  the  same,  or  any  setoff,
counterclaim,  recoupment,  limitation or termination,  or any breach or alleged
breach by the holder hereof or any other Person of any obligation to the Company
or any  violation or alleged  violation of law by the holder hereof or any other
Person,  and irrespective of any other  circumstance which might otherwise limit
such  obligation  of the  Company to the holder  hereof in  connection  with the
issuance of Warrant  Shares.  Nothing  herein  shall limit a right of the holder
hereof to pursue any other  remedies  available  to it  hereunder,  at law or in
equity including,  without limitation,  a decree of specific  performance and/or
injunctive  relief  with  respect to the  Company's  failure  to timely  deliver
certificates representing shares of Common Stock upon exercise of the Warrant as
required pursuant to the terms hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       11
<PAGE>

      IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed by
its duly authorized officer.



                             CAMINOSOFT CORP.

                             By:
                                ------------------------------------------------
                                Michael Skelton
                                Chief Executive Officer


                                       12
<PAGE>

                           FORM OF EXERCISE AGREEMENT
         (TO BE EXECUTED BY THE HOLDER IN ORDER TO EXERCISE THE WARRANT)


         To:      CaminoSoft Corp.
                  600 North Hampshire Road, Suite 105
                  West Lake Village, California  91361
                  Telephone:        (818) 707-2000
                  Telecopier:       (818) 707-1627
                  Attn:    Michael Skelton, Chief Executive Officer


The undersigned hereby irrevocably exercises the right to purchase _____________
shares of the Common  Stock,  no par value per share,  of  CAMINOSOFT  CORP.,  a
corporation organized under the laws of the State of California (the "COMPANY"),
and tenders  herewith  payment of the Exercise  Price in full,  in the amount of
$_____________,  in cash,  by certified  bank check or by wire  transfer for the
account of the Company or  exercises  this  Warrant  pursuant  to the  "cashless
exercise" provisions thereof; and

         The  undersigned  agrees  not to offer,  sell,  transfer  or  otherwise
dispose of any Common Stock  obtained on exercise of the  Warrant,  except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

[_]   The  undersigned  requests  that the Company  cause its transfer  agent to
      electronically  transmit  the  Common  Stock  issuable  pursuant  to  this
      Exercise Agreement to the account of the undersigned or its nominee (which
      is  _________________)  with DTC  through  its  Deposit  Withdrawal  Agent
      Commission System ("DTC TRANSFER").

[_]   In lieu of receiving the shares of Common Stock issuable  pursuant to this
      Exercise Agreement by way of DTC Transfer, the undersigned hereby requests
      that the  Company  cause its  transfer  agent to issue and  deliver to the
      undersigned  physical  certificates  representing  such  shares  of Common
      Stock.

      The  undersigned  requests  that a Warrant  representing  any  unexercised
portion hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered to the undersigned at the address set forth below:


Dated:_________________               _____________________________________
                                      Signature of Holder

                                      -------------------------------------
                                      Name of Holder (Print)

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

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

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


<PAGE>

                               FORM OF ASSIGNMENT

      FOR VALUE RECEIVED,  the undersigned hereby sells,  assigns, and transfers
all the rights of the undersigned  under the attached  Warrant,  with respect to
the number of shares of Common Stock covered  thereby  issuable  pursuant to the
attached Warrant set forth hereinbelow, to:


NAME OF ASSIGNEE                   ADDRESS                     NO OF SHARES
----------------                   -------                     ------------


and hereby irrevocably constitutes and appoints _____________________________ as
agent  and  attorney-in-fact  to  transfer  said  Warrant  on the  books  of the
within-named corporation, with full power of substitution in the premises.

Dated: _____________________, ____

In the presence of

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

                                  Name: ____________________________

                                  Signature: _______________________
                                  Title of Signing Officer or Agent (if any):
                                           ------------------------
                                  Address: ________________________

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

                                  Note: The above signature should correspond
                                        exactly with the name on the face  of
                                        the within Warrant.