EXHIBIT 4.4

                                                                      B - RUSGIT

      THIS NOTE AND THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED
      UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED.  THEY MAY NOT BE SOLD,
      OFFERED FOR SALE,  PLEDGED OR  HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION  STATEMENT AS TO THE SECURITIES  UNDER SAID ACT OR AN OPINION
      OF COUNSEL  SATISFACTORY TO THE CORPORATION THAT SUCH  REGISTRATION IS NOT
      REQUIRED.

                      SECURED SUBORDINATED PROMISSORY NOTE

$250,000                                                           July 19, 2004

      FOR VALUE  RECEIVED,  CaminoSoft  Corp.,  a  California  corporation  (the
"Company"),  promises  to pay to the  order  of The  Frost  National  Bank  FBO,
Renaissance US Growth Investment Trust PLC, a public limited company  registered
in England and Wales, Trust No. W00740100 ("Holder"), or its registered assigns,
on or before July 19, 2006, in lawful money of the United States,  the principal
sum of $250,000,  together with interest at the rate of 7.00% per annum from the
date of this Note until paid.

      1.  SUBORDINATION.   This  Note  shall  be  subordinated  only  to  senior
indebtedness  of the Company which has been  previously  committed in writing or
funded.  Senior  indebtedness  of the Company  shall  include only  indebtedness
which, by its express terms, is senior to all other indebtedness of the Company.

      2. INTEREST.  Accrued and unpaid interest on this Note shall be payable in
monthly installments, commencing September 1, 2004.

      3.  EVENTS  OF  DEFAULT.  The  occurrence  of any of the  following  shall
constitute an Event of Default:

            (a) Failure to Pay Principal or Interest.  The Company shall fail to
pay any principal or interest payment on the due dates hereunder; or

            (b)  Voluntary  Bankruptcy or  Insolvency  Proceedings.  The Company
shall  (i) apply for or  consent  to the  appointment  of a  receiver,  trustee,
liquidator  or  custodian  of  itself  or of all or a  substantial  part  of its
property,  (ii) be unable,  or admit in writing its inability,  to pay its debts
generally as they mature, (iii) make a general assignment for the benefit of its
or any of its creditors, (iv) be dissolved or liquidated in full or in part, (v)
become  insolvent  (as such term may be defined or  interpreted  pursuant to any
applicable statute),  (vi) commence a voluntary case or other proceeding seeking
liquidation,  reorganization or other relief with respect to itself or its debts
pursuant  to any  bankruptcy,  insolvency,  or similar law now or  hereafter  in
effect  or  consent  to any  such  relief  or to the  appointment  of or  taking
possession  of its  property by any  official in any  involuntary  case or other
proceeding  commenced  against  it, or (vii) take any action for the  purpose of
effecting any of the foregoing; or

            (c) Involuntary  Bankruptcy or Insolvency  Proceedings.  Proceedings
for the  appointment  of a receiver,  trustee,  liquidator  or  custodian of the
Company  or of  all  or a  substantial  part  of  the  property  thereof,  or an
involuntary case or other  proceedings  seeking  liquidation,  reorganization or
other  relief with respect to the Company or the debts  thereof  pursuant to any
bankruptcy,  insolvency or other similar law now or hereafter in effect shall be
commenced  and an order  for  relief  entered  or such  proceeding  shall not be
dismissed or discharged within thirty (30) days of commencement.
<PAGE>

      4. RIGHTS OF HOLDER UPON DEFAULT.  Upon the occurrence or existence of any
Event of Default,  all outstanding  obligations payable by the Company hereunder
shall  automatically  become immediately due and payable,  without  presentment,
demand,  protest  or any  other  notice of any  kind,  all of which  are  hereby
expressly waived.

      5.  ASSIGNMENT  BY THE  COMPANY.  Neither this Note nor any of the rights,
interests or obligations  hereunder may be assigned by the Company,  without the
prior written consent of Holder.

      6.  PREPAYMENT.  The Company  shall have the right to prepare at any time,
without  penalty,  in whole or in part, the unpaid principal and interest due on
this Note.

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

      8. SECURITY AGREEMENT. This Note is secured by and subject to the Security
Agreement,  dated as of July 15,  2004,  among  CaminoSoft  Corp.,  a California
corporation,  Renaissance  US Growth  Investment  Trust  PLC,  a public  limited
company registered in England and Wales, BFSUS Special  Opportunities Trust PLC,
a public  limited  company  registered  in England  and Wales,  and  Renaissance
Capital Growth & Income Fund III,  Inc., a Texas  corporation,  and  Renaissance
Capital Group, Inc., a Texas corporation, as "Agent", and the Holder is entitled
to all the rights and benefits thereunder.

      9.  COLLECTION.  In the event this Note is collected by law and through an
attorney  at law,  the  Company  shall  pay all costs of  collection,  including
reasonable attorneys' fees and expenses.

      10. MISCELLANEOUS.

            (a) This  Agreement  shall  bind and  inure  to the  benefit  of the
parties and their respective permitted successors and assigns.

            (b) Any provision hereof which is prohibited or unenforceable in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or   unenforceability   without  affecting  the  validity  or
enforceability   of  the  remainder  of  this   Agreement  or  the  validity  or
enforceability of such provision in any other jurisdiction.

            (c) Borrower  hereby  consents to the  jurisdiction of the courts of
the State of Texas in any action or proceeding  which may be brought  against it
under or in  connection  with this  Agreement  or any  transaction  contemplated
hereby or to enforce any agreement  contained  herein and, in the event any such
action or proceeding  shall be brought  against it, Borrower agrees not to raise
any objection to such  jurisdiction  or to the laying of venue in Dallas County,
Texas or, if  applicable,  any other county in any state in which  Collateral is
located.


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<PAGE>

            (d) This Note and all actions  arising out of or in connection  with
this Note shall be governed by and construed in accordance  with the laws of the
State of Texas,  without  regard to the conflicts of law provisions of the State
of Texas or of any other state.

      IN WITNESS WHEREOF,  the Company has duly executed this Note as of the day
and year first above written.

                                     CAMINOSOFT CORP.


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


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