Contract

by Cmsf Corp
October 27th, 2004

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: Steven G. Martin Title: President