* * * * IN WITNESS WHEREOF, the Buyer and the Company have caused this First Amendment to Registration Rights Agreement to be duly executed as of the date first written above.

                FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

         THIS  FIRST   AMENDMENT   TO   REGISTRATION   RIGHTS   AGREEMENT   (the
"Amendment"),  dated as of October 26, 2004, by and between  CAMINOSOFT CORP., a
California  corporation  (the  "Company"),  and FUSION CAPITAL FUND II, LLC (the
"Buyer").  Capitalized  terms used herein and not otherwise defined herein shall
have the meanings given them in the Registration Rights Agreement.

         WHEREAS,  the  parties  hereto  are  parties to a  Registration  Rights
Agreement dated as of September 16, 2004 (the  "Registration  Rights Agreement")
pursuant to which the Seller has agreed to provide certain  registration  rights
under the  Securities  Act of 1933,  as  mended,  and the rules and  regulations
thereunder and applicable state securities laws.

         WHEREAS, the parties desire to amend the Registration Rights Agreement;

         NOW,  THEREFORE,  in  consideration  of the  agreements,  covenants and
     considerations contained herein, the parties hereto agree as follows:

      1.    AMENDMENTS. In Section 2(a) of the Registration Rights Agreement the
            reference  to nine  (9)  million  shares  shall be  changed  to (15)
            fifteen million shares.

      2.    EFFECT OF AMENDMENT/INCORPORATION  OF CERTAIN PROVISIONS.  Except as
            amended as set forth above, the Registration  Rights Agreement shall
            continue  in full  force and  effect.  The  provisions  set forth in
            Section  11  of  the   Registration   Rights  Agreement  are  hereby
            incorporated by reference into this Amendment.

                                    * * * * *
IN WITNESS  WHEREOF,  the Buyer and the Company have caused this First Amendment
to  Registration  Rights  Agreement  to be duly  executed  as of the date  first
written above.

                                            THE COMPANY:

                                            CAMINOSOFT CORP.

                                            By:______________________
                                            Name:
                                            Title:

                                            BUYER:

                                            FUSION CAPITAL FUND II, LLC
                                            BY: FUSION CAPITAL PARTNERS, LLC
                                            BY: SGM HOLDINGS CORP.

                                            By:_______________________
                                            Name: Xxxxxx X. Xxxxxx
                                            Title: President