Omnibus Amendment to Certain Promissory Notes and Investor Rights Agreements Among AXS-One and Certain Investors dated as of May 29, 2009

This Omnibus Amendment (the “Amendment”) is made and entered into as of May 29, 2009 (the “Effective Date”) among AXS-One Inc., a Delaware corporation (the “Company”), and each of the parties listed on Schedule 1 attached hereto (each, an “Investor”, and collectively, the “Investors”).

WHEREAS, the Company issued in favor of certain Investors Series E 6% Secured Convertible Promissory Notes dated as of October 30, 2008, Series D 6% Secured Convertible Promissory Notes dated as of July 24, 2008 (as amended on or about October 30, 2008), Series C 6% Secured Convertible Promissory Notes dated as of November 16, 2007 (as amended on or about July 24, 2008 and October 30, 2008), Series B 6% Secured Convertible Promissory Notes dated as of May 29, 2007 (as amended on or about November 16, 2007, July 24, 2008 and October 30, 2008), and/or Series A 6% Secured Convertible Promissory Notes dated as of May 29, 2007 (as amended on or about November 16, 2007, July 24, 2008 and October 30, 2008) (collectively, the “Notes”);

WHEREAS, in connection with the purchase of the Notes, the Company and certain of the Investors entered into Investor Rights Agreements dated as of October 30, 2008, July 24, 2008, November 16, 2007 and/or May 29, 2007 (collectively, the “Investor Rights Agreements”); and

WHEREAS, the Company and the Investors have agreed to modify certain terms of the Notes and the Investor Rights Agreements as specifically set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           Amendments.

(a)           Amendment to the Notes.  The reference to “May 29, 2009” in Section 1(a) of each of the Notes is hereby amended and replaced with “July 31, 2009”.

(b)           Amendment to the Investor Rights Agreements.  The reference to “May 29, 2009” in the definition of “Filing Date” in Section 1 of each of the Investor Rights Agreements is hereby amended and replaced with “July 31, 2009”.

2.           Ratification.  Except as expressly amended hereby, all terms and conditions of the Notes and the Investor Rights Agreements, as amended, are hereby ratified and confirmed in all respects and shall continue in full force and effect.  All references to the Notes and the Investor Rights Agreements shall hereafter refer to such Notes and Investor Rights Agreements, as amended hereby.

3.           No Waiver.  Except as expressly set forth herein, nothing contained herein shall constitute a waiver of, impair or otherwise affect, any obligation of the Company under any of the Notes or the Investor Rights Agreements or any rights of any Investor consequent thereon.

4.           Counterparts; Facsimile Execution.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile or other means of electronic image transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

5.           Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws).

IN WITNESS WHEREOF, the parties hereto have caused this Omnibus Amendment to be duly executed by their respective authorized persons as of the Effective Date.