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

               FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT

         THIS  FIRST   AMENDMENT  TO  COMMON  STOCK   PURCHASE   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 Common Stock Purchase Agreement.

         WHEREAS,  the  parties  hereto are parties to a Common  Stock  Purchase
Agreement dated as of September 16, 2004 (the "Common Stock Purchase Agreement")
pursuant to which the Buyer has agreed to  purchase,  and the Company has agreed
to sell up to $6,000,000 of the Common Stock;

         WHEREAS,  the  parties  desire  to  amend  the  Common  Stock  Purchase
Agreement;

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

      1.    AMENDMENTS.  In Section  4(f)  subsection  (iii) of the Common Stock
            Purchase  Agreement  the  reference  to  November  30, 2004 shall be
            changed to January 31, 2005.

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

                                    * * * * *
IN WITNESS  WHEREOF,  the Buyer and the Company have caused this First Amendment
to Common  Stock  Purchase  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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
                                              Title: President