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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A Amendment No. 1
 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2008
 Commission File Number: 0-26358
 AXS-ONE INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    13-2966911(State or other jurisdiction of incorporation
    
    (IRS Employer Identification No.)or organization)
 301 Route 17 North, Rutherford, New Jersey
    
    07070(Address of principal executive offices)
    
    (Zip Code)
 201-935-3400
(Registrants telephone number, including area code)
 Securities Registered Pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange
on which registeredNone.
 Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock $.01 par value
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ o þ




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-23.1EX-31.1EX-31.2EX-32    Table of Contents  Explanatory Note
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Current Directors
  William P. Lyons
 Timothy P. Bacci




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Anthony H. Bloom
 Harold D. Copperman
 Committees of the Board of Directors




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Attendance at Board and Committee Meetings
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Executive Officers
  Name
    
    Age
    
    PositionWilliam P. Lyons
    
    
    64
    
    
    Chairman of the Board and Chief Executive OfficerJoseph Dwyer
    
    
    53
    
    
    Executive Vice President, Chief Financial Officer , Treasurer and SecretaryPhilip L. Rugani
    
    
    51
    
    
    Executive Vice President, Field Operations
 Information Concerning Executive Officers Who Are Not Directors
 Joseph Dwyer




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Philip L. Rugani
 
 Item 11. Executive Compensation
 Employment and Severance Agreements
 William P. Lyons




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th
  Joseph Dwyer




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th
  Philip Rugani




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th
  Compensation Disclosure Tables
 Summary Compensation Table.




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TABLE I
2006-2008 SUMMARY COMPENSATION TABLE
 Non-EquityName and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    All OtherPosition
    
    Year
    
    Salary
    
    Bonus
    
    Stock Awards
    
    Option Awards
    
    Compensation
    
    Compensation
    
    Total($)
    
    ($)
    
    ($)(a)
    
    ($)(b)
    
    ($)
    
    ($)(c)
    
    ($)William Lyons
    
    
    2008
    
    
    $
    100,000
    
    
    $
    
    
    
    $
    489,069
    
    
    $
    
    
    
    $
    
    
    
    $
    9,865
    
    
    $
    598,934Chairman of the
    
    
    2007
    
    
    
    100,000
    
    
    
    
    
    
    
    228,244
    
    
    
    
    
    
    
    
    
    
    
    13,335
    
    
    
    341,579Board and Chief
    
    
    2006
    
    
    
    400,000
    
    
    
    
    
    
    
    55,543
    
    
    
    
    
    
    
    
    
    
    
    17,045
    
    
    
    472,588Executive OfficerJoseph Dwyer
    
    
    2008
    
    
    
    250,000
    
    
    
    
    
    
    
    85,581
    
    
    
    13,486
    
    
    
    
    
    
    
    10,304
    
    
    
    359,371Executive Vice
    
    
    2007
    
    
    
    150,000
    
    
    
    
    
    
    
    87,665
    
    
    
    
    
    
    
    
    
    
    
    14,898
    
    
    
    252,563President,
    
    
    2006
    
    
    
    250,000
    
    
    
    
    
    
    
    34,652
    
    
    
    
    
    
    
    
    
    
    
    16,123
    
    
    
    300,775Treasurer,
Secretary and Chief
Financial OfficerPhilip L. Rugani
    
    
    2008
    
    
    
    275,000
    
    
    
    
    
    
    
    87,680
    
    
    
    
    
    
    
    
    
    
    
    1,419
    
    
    
    364,099Executive Vice
    
    
    2007
    
    
    
    85,496
    
    
    
    
    
    
    
    26,831
    
    
    
    
    
    
    
    
    
    
    
    552
    
    
    
    112,879President, Field
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operations (d)
 
 (a)
    
    Dollar amounts with regard to restricted stock grants for each individual are those recognized
for financial statement reporting purposes in each applicable year in accordance with FAS 123R
disregarding the estimate of forfeitures related to service-based vesting conditions. Share value
utilized for purposes of this determination is the applicable market value on the date of grant.
For a further discussion of the assumptions underlying these amounts, reference is made to the
footnotes to AXS-Ones financial statements set forth in Form 10-K for the fiscal year ended
December 31, 2008.(b)
    
    Dollar amounts with regard to option grants for each individual are those recognized for
financial statement reporting purposes in each applicable year in accordance with FAS 123R
disregarding the estimate of forfeitures related to service-based vesting conditions. For a
further discussion of the assumptions underlying these amounts, reference is made to the footnotes
to AXS-Ones financial statements set forth in Form 10-K for the fiscal year ended December 31,
2008.(c)
    
    Amounts for 2008 for Messrs. Lyons, Dwyer and Rugani, consist of life and disability insurance
premiums ($865, $1,304 and $1,419, respectively) and automobile allowances ($9,000, $9,000 and $0,
respectively).(d)
    
    Mr. Rugani joined AXS-One effective September 10, 2007.




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2008 Grants of Plan-Based Awards.
   Outstanding Equity Awards at Fiscal Year-End Table.




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TABLE II
OUTSTANDING EQUITY AWARDS AT 2008 FISCAL YEAR END
 Option Awards
    
    Stock AwardsNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market Value ofSecurities
    
    Securities
    
    Option
    
    
    
    
    
    Number of
    
    Shares or Units ofUnderlying
    
    Underlying
    
    Exercise
    
    Option
    
    Shares or Units
    
    Stock That HaveUnexercised Options
    
    Unexercised Options
    
    Price
    
    Expiration
    
    of Stock That
    
    Not Vested ($)Name
    
    (#) Exercisable
    
    (#) Unexercisable
    
    ($)
    
    Date
    
    Have Not Vested (#)
    
    (a)William Lyons
    
    
    900,000
    
    
    
    0
    
    
    $
    4.21
    
    
    
    4/28/201450,000
    
    
    $
    3,000Joseph Dwyer
    
    
    0
    
    
    
    150,000
    (b)
    
    
    0.44
    
    
    
    3/3/2018
    
    
    
    25,000
    
    
    
    1,50020,000
    
    
    
    1,200Philip Rugani
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    375,000
    
    
    
    22,500
 
 (a)
    
    These values are based on $0.06 per share, the market price of a share of AXS-One common stock
as of December 31, 2008.(b)
    
    The option becomes exercisable with respect to 50% of the shares on each of the first two
annual anniversaries of the date of grant and, in certain cases, is subject to acceleration upon
change in control. In February 2008, we commenced an exchange offer pursuant to which we offered
to grant to each optionee (other than our directors) new options to purchase the number of shares
of AXS-One common stock that is equal to one-half of the number of shares subject to the options
tendered and accepted for exchange. The indicated options held by Mr. Dwyer replaced a prior
option to purchase 300,000 shares of common stock at an exercise price of $2.58. Compensation of Directors
 Cash Compensation




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Restricted Stock Grants
 Special Restricted Stock Grants
 Stock Option Grants
 Director Compensation Table
 2008 DIRECTOR COMPENSATION
 Fees Earned or Paidin Cash
    
    Stock Awards
    
    Option Awards
    
    TotalName
    
    ($)
    
    ($)(a)
    
    ($)(b)
    
    ($)Timothy Bacci
    
    $
    0
    
    
    $
    56,000
    
    
    $
    12,000
    
    
    $
    68,000Anthony H. Bloom
    
    
    0
    
    
    
    56,000
    
    
    
    12,000
    
    
    
    68,000Daniel H. Burch
    
    
    0
    
    
    
    
    
    
    
    12,000
    
    
    
    12,000Harold D. Copperman
    
    
    0
    
    
    
    56,000
    
    
    
    12,000
    
    
    
    68,000Robert Migliorino
    
    
    0
    
    
    
    56,000
    
    
    
    12,000
    
    
    
    68,000Gennaro Vendome
    
    
    0
    
    
    
    
    
    
    
    
    
    
    
    0Allan Weingarten
    
    
    0
    
    
    
    56,000
    
    
    
    12,000
    
    
    
    68,000
 
 (a)
    
    As of December 31, 2008, Messrs. Bacci, Bloom, Copperman and Weingarten held 190,000, 167,500,
167,500 and 172,500 shares, respectively, of restricted AXS-One common stock. Messrs. Burch,
Migliorino and Vendome did not hold any shares of restricted AXS-One common stock at December 31,
2008.




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(b)
    
    As of December 31, 2008, Messrs. Bacci, Bloom, Copperman and Weingarten held options to
purchase 40,000, 90,000, 90,000 and 150,000 shares, respectively, of AXS-One common stock. Messrs.
Burch, Migliorino and Vendome did not hold any options to purchase shares of AXS-One common stock
at December 31, 2008. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Number of Shares ofCommon Stock
    
    Percentage of SharesName of Beneficial Owner
    
    Beneficially Owned (1)
    
    Outstanding (1)William P. Lyons
    
    
    2,808,033
    (2)
    
    
    6.6
    %Timothy P. Bacci
    
    
    9,678,125
    (3)
    
    
    20.0
    %Anthony H. Bloom
    
    
    247,500
    (4)
    
    
    *Harold D. Copperman
    
    
    2,787,402
    (5)
    
    
    6.5
    %Joseph Dwyer
    
    
    364,088
    (6)
    
    
    *Philip L. Rugani
    
    
    2,921,200
    (7)
    
    
    7.0
    %All current directors and executive officers as a
group (6 persons)
    
    
    18,806,348
    (8)
    
    
    36.0
    %Other Beneficial OwnersWilliam K. Jurika
    
    
    11,998,300
    (9)
    
    
    24.3
    %BlueLine Partners, LLC
    
    
    9,678,125
    (10)
    
    
    20.0
    %
 
 *
    
    Represents beneficial ownership of less than one percent of the AXS-One common stock outstanding.(1)
    
    Applicable percentage of ownership as of April 3, 2009 is based upon 41,133,925 shares of
common stock outstanding. Beneficial ownership is determined in accordance with the rules of the
SEC, and includes voting and investment power with respect to shares. Also gives effect to the
shares of common stock issuable within 60 days of April 3, 2009 upon exercise of all options and
other rights beneficially owned by the indicated stockholders on that date.(2)
    
    Includes (i) 900,000 shares of common stock which may be purchased upon exercise of stock
options, (ii) 25,000 shares of restricted common stock, (iii) 208,000 shares issuable upon
conversion of principal and interest of Series D 6% Secured Convertible Promissory Notes, (iv)
51,000 shares issuable upon conversion of principal and interest of Series E 6% Secured Convertible
Promissory Notes, (v) 99,600




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shares owned by the Lyons Family Trust dated February 11, 1992 and (vi) 557,866 shares owned by
Lyons Partners. Mr. Lyons has voting and dispositive power over the shares held by Lyons Family
Trust and Lyons Partners.(3)
    
    Mr. Bacci is a managing director of BlueLine Partners. See footnote (10) below for a
description of the shares beneficially owned by Mr. Bacci and BlueLine Partners. Mr. Bacci
disclaims beneficial ownership of shares held by BlueLine Partners beyond his pecuniary interest
therein.(4)
    
    Includes (i) 77,500 shares of common stock which may be purchased upon the exercise of stock
options and (ii) 167,500 shares of restricted stock.(5)
    
    Includes (i) 77,500 shares of common stock which may be purchased upon the exercise of stock
options, (ii) 167,500 shares of restricted stock, (iii) 326,000 shares issuable upon conversion of
principal and interest of Series C 6% Secured Convertible Promissory Notes, (iv) 256,000 shares
issuable upon conversion of principal and interest of Series D 6% Secured Convertible Promissory
Notes, (v) 154,000 shares issuable upon conversion of principal and interest of Series E 6% Secured
Convertible Promissory Notes and (vi) 950,000 shares issuable upon exercise of warrants.(6)
    
    Includes (i) 75,000 shares of common stock which may be purchased upon the exercise of stock
options, (ii) 35,000 shares of restricted common stock and (iii) 77,177 shares held by the Carol N.
Dwyer Living Trust dated 6/19/03.(7)
    
    Includes (i) 375,000 shares of restricted stock, (ii) 104,000 shares issuable upon conversion
of principal and interest of Series D 6% Secured Convertible Promissory Notes, (iii) 154,000 shares
issuable upon conversion of principal and interest of Series E 6% Secured Convertible Promissory
Notes and (iv) 450,000 shares issuable upon exercise of warrants.(8)
    
    See footnotes 2 through 7.(9)
    
    Consists of: (i) 3,282,700 shares of common stock held by Jurika Family Trust U/A 3/17/1989,
(ii) 498,900 shares of common stock held by William K. Jurika IRA, (iii) 2,700 shares of common
stock held by Michelle Jurika IRA, (iv) 1,115,000 shares of common stock issuable upon conversion
of principal and interest on Series A 6% Secured Convertible Promissory Notes held by Jurika Family
Trust U/A 3/17/1989, (v) 446,000 shares of common stock issuable upon conversion of Series B 6%
Secured Convertible Promissory Notes held by Jurika Family Trust U/A 3/17/1989, (vi) 1,356,000
shares of common stock issuable upon conversion of principal and interest on Series C 6% Secured
Convertible Promissory Notes held by Jurika Family Trust U/A 3/17/1989, (vii) 1,041,000 shares
issuable upon conversion of principal and interest of Series D 6% Secured Convertible Promissory
Notes held by Jurika Family Trust U/A 3/17/1989, (viii) 256,000 shares issuable upon conversion of
principal and interest of Series E 6% Secured Convertible Promissory Notes held by Jurika Family
Trust U/A 3/17/1989 and (ix) 4,000,000 shares issuable upon exercise of warrants held by Jurika
Family Trust U/A 3/17/1989. William K. Jurika has sole voting and dispositive power over all of
the foregoing shares. The address of Jurika Family Trust U/A 3/17/1989 is 42 Glen Alpine Road,
Piedmont, CA 94611.(10)
    
    Consists of: (i) 1,919,915 shares of common stock held by BlueLine Capital Partners, LP, (ii)
150,350 shares of common stock held by BlueLine Capital Partners II, LP, (iii) 142,860 shares of
common stock held by BlueLine Capital Partners III, LP, (iv) 10,000 shares of common stock held by
Timothy P. Bacci, (v) 190,000 shares of restricted common stock held by Timothy P. Bacci, (vi)
40,000 shares of common stock which may be purchased upon the exercise of stock options held by
Timothy P. Bacci, (vii) 1,394,000 shares of common stock issuable upon conversion of principal and
interest on Series A 6% Secured Convertible Promissory Notes held by BlueLine Capital Partners, LP,
(viii) 558,000




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shares of common stock issuable upon conversion of principal and interest on Series B 6% Secured
Convertible Promissory Notes held by BlueLine Capital Partners, LP, (ix) 1,800,000 shares of common
stock issuable upon exercise of warrants held by BlueLine Capital Partners, LP, (x) 279,000 shares
of common stock issuable upon conversion of principal and interest on Series A 6% Secured
Convertible Promissory Notes held by BlueLine Capital Partners II, LP, (xi) 116,000 shares of
common stock issuable upon conversion of principal and interest on Series B 6% Secured Convertible
Promissory Notes held by BlueLine Capital Partners II, LP, (xii) 600,000 shares of common stock
issuable upon exercise of warrants held by BlueLine Capital Partners II, LP, (xiii) 569,000 shares
of common stock issuable upon conversion of principal and interest on Series C 6% Secured
Convertible Promissory Notes held by BlueLine Capital Partners, LP, (xiv) 285,000 shares of common
stock issuable upon conversion of principal and interest on Series C 6% Secured Convertible
Promissory Notes held by BlueLine Capital Partners II, LP, (xv) 569,000 shares of common stock
issuable upon conversion of principal and interest on Series C 6% Secured Convertible Promissory
Notes held by BlueLine Capital Partners III, LP, (xvi) 800,000 shares of common stock issuable upon
exercise of warrants held by BlueLine Capital Partners III, LP, (xvii) 102,000 shares of common
stock issuable upon conversion of principal and interest on Series E 6% Secured Convertible
Promissory Notes held by BlueLine Capital Partners, LP, (xviii) 51,000 shares of common stock
issuable upon conversion of principal and interest on Series E 6% Secured Convertible Promissory
Notes held by BlueLine Capital Partners II, LP, and (xix) 102,000 shares of common stock issuable
upon conversion of principal and interest on Series E 6% Secured Convertible Promissory Notes held
by BlueLine Capital Partners III, LP. Timothy P. Bacci, a managing director of BlueLine Partners
may be deemed to beneficially own the foregoing shares. The address of BlueLine Capital Partners,
LP and affiliates is 402 Railroad Avenue, Suite 201, Danville, CA 94526. Equity Compensation Plan Table.




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TABLE III
EQUITY COMPENSATION PLAN INFORMATION
 Number ofsecuritiesremaining availableNumber of
    
    
    
    
    
    
    for future issuancesecurities to be
    
    
    
    
    
    
    under equityissued upon
    
    
    Weighted-average
    
    
    compensation plansexercise of
    
    
    exercise price of
    
    
    (excludingoutstanding
    
    
    outstanding
    
    
    securitiesoptions, warrants
    
    
    options, warrants
    
    
    reflected in columnand rights
    
    
    and rights
    
    
    (a) )Plan category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans
approved by security holders
    
    
    3,566,314
    
    
    $
    1.38
    
    
    
    1,012,570Equity compensation plans
not approved by security holders
    
    
    10,425,000
    
    
    $
    0.06
    
    
    
    Total
    
    
    13,991,314
    
    
    $
    0.40
    
    
    
    1,012,570




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Item 13. Certain Relationships and Related Transactions, and Director Independence
 May 2007 Private Placement
     The Notes
 The Warrants




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Other Transaction Agreements
 November 2007 Private Placement
  pari
passu pari passu
   July 2008 Private Placement




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October 2008 Private Placement




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Director Independence
  
 Item 14. Principal Accountant Fees and Services
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Accountants




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a) (3) Exhibits:
 3.1 (a)
    
    Fourth Amended and Restated Certificate of Incorporation3.2 (ff)
    
    Certificate of Amendment to Certificate of Incorporation3.3 (a)
    
    Amended and Restated Bylaws of the Company4.1 (dd)
    
    Form of Common Stock Certificate10.1 (a)+
    
    Employment Agreement between the Company and Elias Typaldos, as
amended10.2 (c)+
    
    1995 Stock Option Plan, as amended10.3 (b)
    
    Securities Purchase Agreement10.4 (c)
    
    Amendment to Securities Purchase Agreement10.5 (d)+
    
    1998 Stock Option Plan, as amended10.6 (e)
    
    Stock Purchase Agreement, dated as of September 1, 2001, between the
Company and Porterfield Ltd. relating to the sale of all shares of
AXS-One Sp. z.o.o.10.7 (f)
    
    Investor Relations Services Agreement between the Company and Hayden
Communications, Inc.10.8 (g)
    
    Loan and Security Agreement with Silicon Valley Bank dated August 11,
200410.9 (h)+
    
    Employment Agreement between the Company and William P. Lyons10.10 (i)+
    
    Employment Agreement between the Company and Joseph P. Dwyer10.11 (i)
    
    First Loan Modification to the Loan & Security Agreement dated
January 27, 200510.12 (j)
    
    Unit subscription agreement dated April 1, 2004, Class A Warrants,
Class B Warrants, and Investor Rights Agreements dated April 5, 200410.13 (k)+
    
    2005 Stock Incentive Plan, as amended10.14 (l)
    
    Unit subscription agreement dated June 17, 2005, Class C Warrants,
Class D Warrants, and Investor Rights Agreements dated June 17, 200510.15 (m)
    
    Amended and Restated Loan and Security Agreement with Silicon Valley
Bank dated September 13, 200510.16 (n)+
    
    Agreement and General Release between the Company and Gennaro Vendome
dated October 13, 200510.17 (o)
    
    Form of Resale Restriction Agreement for accelerated Stock Options
dated October 26, 200510.18 (p)+
    
    Agreement and General Release between the Company and Matthew
Suffoletto dated February 9, 200610.19 (q)
    
    First Loan Modification Agreement with Silicon Valley Bank dated
March 14, 200610.20 (r)+
    
    Form of Restricted Stock Agreement for grants pursuant to 1998 Stock
Option Plan10.21 (r)+
    
    Form of Restricted Stock Agreement for grants pursuant to 2005 Stock
Incentive Plan10.22 (s)
    
    Asset Purchase Agreement between the Company and Computron Software,
LLC dated October 31, 200610.23 (t)
    
    Second Loan Modification Agreement with Silicon Valley Bank dated
October 31, 200610.24 (t)
    
    Intellectual Property Security Agreement in favor of Silicon Valley
Bank dated October 31, 200610.25 (u)
    
    Third Loan Modification Agreement with Silicon Valley Bank dated
November 11, 200610.26 (v)+
    
    Letter Agreement with William P. Lyons dated December 14, 200610.27 (v)+
    
    Letter Agreement with Joseph Dwyer dated December 14, 200610.28 (v)+
    
    Letter Agreement with Elias Typaldos dated December 14, 200610.29 (v)+
    
    Form of Restricted Stock Agreement for grants pursuant to 1998 Stock
Option Plan dated December 14, 200610.30 (w)+
    
    Employment Agreement with Joseph Dwyer dated February 15, 200710.31 (w)+
    
    Employment Agreement with Elias Typaldos dated February 15, 200710.32 (x)
    
    Fourth Loan Modification Agreement with Silicon Valley Bank dated
March 6, 200710.33 (y)
    
    Forbearance Agreement between the Company and Silicon Valley Bank
dated as of May 15, 200710.34 (z)
    
    Convertible Note and Warrant Purchase Agreement dated May 29, 200710.35 (z)
    
    Investor Rights Agreement dated May 29, 2007




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10.36 (z)
    
    Form of Series A 6% Secured Promissory Note dated May 29, 200710.37 (z)
    
    Form of Series B 6% Secured Promissory Note dated May 29, 200710.38 (z)
    
    Form of Common Stock Warrant10.39 (z)
    
    Security Agreement between BlueLine Capital Partners, LP, as Agent,
and the Company dated May 29, 200710.40 (z)
    
    Subordination Agreement between BlueLine Capital Partners, LP, as
Agent, and Silicon Valley Bank dated May 29, 200710.41 (aa)
    
    Second Amended and Restated Loan and Security Agreement between the
Company and Silicon Valley Bank dated July 18, 200710.42 (bb)+
    
    Agreement and General Release between the Company and Elias Typaldos
dated August 13, 200710.43 (cc)+
    
    Letter Agreement between the Company and Philip L. Rugani dated
September 4, 200710.44 (ee)
    
    First Loan Modification Agreement with Silicon Valley Bank dated
November 12, 200710.45 (ee)
    
    Convertible Note and Warrant Purchase Agreement dated November 13,
200710.46 (ee)
    
    Investor Rights Agreement dated November 16, 200710.47 (ee)
    
    Form of Amendment to Series A 6% Secured Convertible Promissory Note
dated November 16, 200710.48 (ee)
    
    Form of Amendment to Series B 6% Secured Convertible Promissory Note
dated November 16, 200710.49 (ee)
    
    Form of Series C 6% Secured Promissory Note dated November 16, 200710.50 (ee)
    
    Form of Common Stock Purchase Warrant10.51 (ee)
    
    Security Agreement Amendment dated November 16, 200710.52 (ee)
    
    Amended and Restated Subordination Agreement dated November 16, 200710.53 (gg)+
    
    Letter Agreement between the Company and William P. Lyons dated
December 11, 200710.54 (gg)+
    
    Restricted Stock Agreement between the Company and William P. Lyons
dated December 11, 200710.55 (hh)
    
    Second Loan Modification Agreement with Silicon Valley Bank dated
March 18, 200810.56 (ii)
    
    Third Loan Modification with Silicon Valley Bank dated April 30, 200810.57 (jj)
    
    Financing Agreement with Sand Hill Finance, LLC dated May 22, 200810.58 (jj)
    
    Common Stock Purchase Warrant with Sand Hill Finance, LLC dated May
22, 200810.59 (kk)
    
    Convertible Note and Warrant Purchase Agreement dated July 24, 200810.60 (kk)
    
    Investor Rights Agreement dated July 24, 200810.61 (kk)
    
    Form of Series D 6% Convertible Note dated July 24, 200810.62 (kk)
    
    Form of Common Stock Purchase Warrant10.63 (kk)
    
    Second Security Agreement Amendment dated July 24, 200810.64 (kk)
    
    Amended and Restated Subordination Agreement between BlueLine Capital
Partners, LP (as agent) and Sand Hill Finance, LLC10.65 (kk)
    
    Participation Rights Waiver and Joinder10.66 (kk)
    
    Second Investor Rights Agreement Amendment dated July 24, 200810.67 (kk)
    
    Investor Rights Agreement Waiver and Modification dated July 24, 200810.68 (kk)
    
    Form of Series A Note Amendment dated July 24, 200810.69 (kk)
    
    Form of Series B Note Amendment dated July 24, 200810.70 (kk)
    
    Form of Series C Note Amendment dated July 24, 200810.71 (ll)+
    
    First Amendment to Employment Agreement with William Lyons dated
August 12, 200810.72 (ll)+
    
    First Amendment to Employment Agreement with Joseph Dwyer dated
August 12, 200810.73 (ll)+
    
    First Amendment to Offer of Employment Letter with Philip Rugani
dated August 12, 200810.74 (mm)
    
    Convertible Note and Warrant Purchase Agreement dated October 30, 200810.75 (mm)
    
    Investor Rights Agreement dated October 30, 200810.76 (mm)
    
    Form of Series E 6% Convertible Note dated October 30, 200810.77 (mm)
    
    Form of Common Stock Purchase Warrant




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##### Table of Contents



10.78 (mm)
    
    Third Security Agreement Amendment dated October 30, 200810.79 (mm)
    
    Second Amended and Restated Subordination Agreement dated October 30,
200810.80 (mm)
    
    Participation Rights Waiver and Joinder10.81 (mm)
    
    Form of Series A Note Amendment dated October 30, 200810.82 (mm)
    
    Form of Series B Note Amendment dated October 30, 200810.83 (mm)
    
    Form of Series C Note Amendment dated October 30, 200810.84 (mm)
    
    Form of Series D Note Amendment dated October 30, 200810.85 (nn)+
    
    Second Amendment to Employment Agreement with William Lyons dated
January 27, 200910.86 (nn)+
    
    Second Amendment to Employment Agreement with Joseph Dwyer dated
January 27, 200910.87 (nn)+
    
    Second Amendment to Offer of Employment Letter with Philip Rugani
dated January 27, 200923.1**
    
    Consent of Amper, Politziner and Mattia LLP31.1**
    
    Rule 13a-14(a)/15d-14(a) certifications  William P. Lyons31.2**
    
    Rule 13a-14(a)/15d-14(a) certifications  Joseph Dwyer32**
    
    Officer Certifications under 18 USC 1350
 
 (a)
    
    Incorporated by reference to the Exhibits filed with the Companys Registration Statement on
Form S-l, File No. 33-93990.(b)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on January
8, 1998(c)
    
    Incorporated by reference to the Exhibits filed with the Companys 1997 Form 10-K(d)
    
    Incorporated by reference to the Exhibits filed with the Companys Proxy Statement filed on
April 13, 2007(e)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on October
5, 2001(f)
    
    Incorporated by reference to the Exhibits filed with the Companys 2002 Form 10-K(g)
    
    Incorporated by reference to the Exhibits filed with the Companys June 30, 2004 10-Q(h)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on April
30, 2004(i)
    
    Incorporated by reference to the Exhibits filed with the Companys 2004 Form 10-K(j)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on April 8,
2004(k)
    
    Incorporated by reference to the Exhibits filed with the Companys Proxy Statement filed on
April 12, 2006(l)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on June 23,
2005(m)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on
September 19, 2005(n)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on October
24, 2005(o)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on November
1, 2005(p)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on February
9, 2006(q)
    
    Incorporated by reference to the Exhibits filed with the Companys 2005 Form 10-K(r)
    
    Incorporated by reference to the Exhibits filed with the Companys March 30, 2006 10-Q(s)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on November
2, 2006(t)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on November
11, 2006(u)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on November
16, 2006(v)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on December
18, 2006(w)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on February
16, 2007(x)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on March 7,
2007(y)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 10-Q filed on May 15,
2007(z)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on June 1,
2007(aa)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on July 23, 2007(bb)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 10-Q filed on August 14, 2007(cc)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on
September 10, 2007(dd)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-A12G filed on
November 5, 2007(ee)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on November
16, 2007(ff)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on November
30, 2007(gg)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on December 17, 2007(hh)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on March 20, 2008(ii)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on May 6, 2008(jj)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on May 28, 2008(kk)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on July 28, 2008




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##### Table of Contents



(ll)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 10-Q filed on August 14, 2008(mm)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on November 3, 2008(nn)
    
    Incorporated by reference to the Exhibits filed with the Companys Form 8-K filed on February 2, 2009**
    
    Filed herewith+
    
    Indicates a management contract or compensatory plan or arrangement. 
 SIGNATURES
  AXS-ONE INC.Date: April 30, 2009
    By:
    /s/ William P. LyonsWilliam P. LyonsChief Executive Officer and
Chairman of the BoardBy:
    /s/ Joseph P. DwyerJoseph P. DwyerExecutive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)