CONSULTING AGREEMENT

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made on August _____, 2003 between CAMINOSOFT

CORPORATION ("CaminoSoft"), with its principal place of business at 600

Hampshire Road, Suite 105, Westlake Village, California, Attention: President,

and WALTER KORNBLUH ("Consultant") at 5443 Calhoun Avenue, Sherman Oaks,

California 91401.

1. Term of Consulting Agreement: This Agreement will become effective on

August ___, 2003, and will continue in effect for a period of two (2) years

unless terminated earlier or extended in writing.

2. Services to be Performed by Consultant. Consultant shall act as a

consultant to the Chairman of the Board and Chief Executive Officer. In

addition, WALTER KORNBLUH shall remain a Director of the company, subject to

annual re-election by shareholders.

3. Status as Independent Consultant. Consultant enters into this

Agreement, and will remain throughout the term of this Agreement, as an

independent consultant. Consultant agrees that he is not an employee, partner,

agent or principal of CaminoSoft while this Agreement is in effect. Consultant

agrees that he is not entitled to the rights and/or benefits afforded

CaminoSoft's employees, including disability or unemployment insurance, workers'

compensation, medical insurance, sick leave, or any other employment benefit.

4. Compensation. As compensation for participation as a consultant,

Consultant shall be paid Two Thousand Five Hundred Dollars ($2,500.00) per

month, plus normal and reimbursable expenses approved by CaminoSoft, and regular

outside Director's compensation. In the event Consultant introduces a potential

acquisition of or financing for CaminoSoft, Consultant shall be entitled to a

five percent (5%) finders fee (based on the total value of each such

transaction) paid to the Consultant or his designee on each approved deal.

Any options or warrants previously granted to Consultant shall remain in

full force and effect during the term of the contract, as if Consultant remained

an employee.

5. Termination of Consulting Services. This Agreement may be terminated by

either CaminoSoft or Consultant upon ninety (90) days written notice. In the

event the Agreement is terminated by CaminoSoft, Consultant shall be entitled to

any unpaid compensation and reimbursement for expenses through the balance of

the term of this Contract. In the event the Contract is terminated by

Consultant, Consultant shall be entitled only to compensation earned through the

date of terminati