FOURTH LOAN MODIFICATION AGREEMENT
	 

	 
		This Fourth Loan Modification Agreement (this “Loan Modification
		Agreement”) is entered into as of March 6, 2007, and is effective as of
		February 15, 2007, by and between SILICON VALLEY BANK, a
		California-chartered bank, with its principal place of business at
		3003 Tasman Drive, Santa Clara, California 95054 and with a loan
		production office located at 535 Fifth Avenue, 27th Floor, New York, New York
		10017 (“Bank”) and AXS-ONE INC., a Delaware corporation with
		its chief executive office located at 301 Route 17 North, Rutherford, New
		Jersey 07070 (“Borrower”).
	 

	 
		1.
	 

	 
		DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
		indebtedness and obligations which may be owing by Borrower to Bank, Borrower
		is indebted to Bank pursuant to a loan arrangement dated as of September 13,
		2005, evidenced by, among other documents, a certain Amended and Restated Loan
		and Security Agreement dated as of September 13, 2005, between Borrower and
		Bank, as amended by a certain First Loan Modification Agreement dated as of
		March 14, 2006, between Borrower and Bank, as further amended by a certain
		Second Loan Modification Agreement dated as of October 31, 2006, between
		Borrower and Bank, and as further amended by a certain Third Loan Modification
		Agreement dated as of November 11, 2006, between Borrower and Bank (as amended,
		the “Loan Agreement”).  Capitalized terms used but not otherwise
		defined herein shall have the same meaning as in the Loan Agreement.
	 

	 
		2.
	 

	 
		DESCRIPTION OF COLLATERAL.  Repayment of the Obligations is
		secured by the Collateral as described in the Loan Agreement and the
		Intellectual Property Collateral as described in a certain Intellectual
		Property Security Agreement dated as of October 31, 2006 (the “IP Security
		Agreement”) (together with any other collateral security granted to Bank,
		the  “Security Documents”).
	 

	 
		Hereinafter, the Security Documents, together with all other documents
		evidencing or securing the Obligations shall be referred to as the
		“Existing Loan Documents”.
	 

	 
		3.
	 

	 
		DESCRIPTION OF CHANGE IN TERMS.
	 

	 
		A.
	 

	 
		Modifications to Loan Agreement.
	 

	 
		1
	 

	 
		The Loan Agreement shall be amended by deleting the following, appearing
		as Section 1 of the Schedule to the Loan Agreement:
	 

	 
		“Section 1
	 

	 
		Credit Limit
	 

	 
		(Section 1.1):
	 

	 
		An amount not to exceed the lesser of (A) or (B), below:  
	 

	 
		

	 

	 
		(A)
	 

	 
		(i)
	 

	 
		$4,000,000.00 (the “Maximum Credit Limit”); minus
	 

	 
		

	 

	 
		(ii)
	 

	 
		the aggregate amounts then undrawn on all outstanding letters of credit,
		foreign exchange contracts, or any other accommodations issued or incurred, or
		caused to be issued or incurred by Silicon for the account and/or benefit of
		the Borrower.
	 

	 
		

	 

	 
		(B)
	 

	 
		(i)
	 

	 
		70.0% of the amount of the Borrower’s Eligible Accounts;
		minus
	 

	 
		

	 

	 
		(ii)
	 

	 
		the aggregate amounts then undrawn on all outstanding letters of credit,
		foreign exchange contracts, or any other accommodations
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		issued or incurred, or caused to be issued or incurred by Silicon for the
		account and/or benefit of the Borrower.
	 

	 
		

	 

	 
		Silicon may, from time to time, modify the advance rate(s) set forth
		herein in its good faith business judgment upon notice to Borrower based on
		changes in collection experience with respect to the Accounts or other issues
		or factors relating to the Accounts or the Collateral.
	 

	 
		

	 

	 
		Letter of Credit/Foreign Exchange Contract/Cash Management Services
		Sublimit
	 

	 
		(Section 1.6, 1.7, 1.8):
	 

	 
		$1,000,000.00”
	 

	 
		and inserting in lieu thereof the following:
	 

	 
		“Section 1
	 

	 
		Credit Limit
	 

	 
		(Section 1.1):
	 

	 
		An amount not to exceed the lesser of (A) or (B), below:  
	 

	 
		

	 

	 
		(A)
	 

	 
		(i)
	 

	 
		$2,500,000.00 (the “Maximum Credit Limit”); minus
	 

	 
		

	 

	 
		(ii)
	 

	 
		the aggregate amounts then undrawn on all outstanding letters of credit,
		foreign exchange contracts, or any other accommodations issued or incurred, or
		caused to be issued or incurred by Silicon for the account and/or benefit of
		the Borrower.
	 

	 
		

	 

	 
		(B)
	 

	 
		(i)
	 

	 
		80.0% of the amount of the Borrower’s Eligible Accounts;
		minus
	 

	 
		

	 

	 
		(ii)
	 

	 
		the aggregate amounts then undrawn on all outstanding letters of credit,
		foreign exchange contracts, or any other accommodations issued or incurred, or
		caused to be issued or incurred by Silicon for the account and/or benefit of
		the Borrower.
	 

	 
		

	 

	 
		Silicon may, from time to time, modify the advance rate(s) set forth
		herein in its good faith business judgment upon notice to Borrower based on
		changes in collection experience with respect to the Accounts or other issues
		or factors relating to the Accounts or the Collateral.
	 

	 
		

	 

	 
		Letter of Credit/Foreign Exchange Contract/Cash Management Services
		Sublimit
	 

	 
		(Section 1.6, 1.7, 1.8):
	 

	 
		$1,000,000.00”
	 

	 
		2
	 

	 
		The Loan Agreement shall be amended by deleting the following, appearing
		as Section 2 of the Schedule to the Loan Agreement:
	 

	 
		“
	 

	 
		Section 2.
	 

	 
		INTEREST.
	 

	 
		

	 

	 
		

	 

	 
		Interest Rate (Section 1.2):
	 

	 
		

	 

	 
		Prior to the occurrence of the Transition Event, a rate equal to the
		Prime Rate in effect from time to time, plus 1.50% per annum.
	 

	 
		

	 

	 
		
 
 

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		Upon the occurrence of the Transition Event and thereafter, a rate equal
		to the Prime Rate plus 2.50% per annum.  
	 

	 
		

	 

	 
		Interest shall be calculated on the basis of a 360-day year for the
		actual number of days elapsed.  “Prime Rate” means the rate
		announced from time to time by Silicon as its “prime rate;” it is a
		base rate upon which other rates charged by Silicon are based, and it is not
		necessarily the best rate available at Silicon.  The interest rate
		applicable to the Obligations shall change on each date there is a change in
		the Prime Rate.
	 

	 
		

	 

	 
		Minimum Monthly Interest (Section 1.2):
		  $7,500.00.”
	 

	 
		and inserting in lieu thereof the following:
	 

	 
		“
	 

	 
		Section 2.
	 

	 
		INTEREST.
	 

	 
		

	 

	 
		Interest Rate (Section 1.2):
	 

	 
		

	 

	 
		Prior to the occurrence of the Transition Event, a rate equal to the
		Prime Rate in effect from time to time, plus 1.50% per annum.
	 

	 
		

	 

	 
		Upon the occurrence of the Transition Event and thereafter, a rate equal
		to the Prime Rate plus 1.50% per annum; provided, however, if Borrower’s
		Liquidity (as defined in Section 5 of this Schedule) is less than $2,500,000 at
		any time during any month, then, during such month and during each month
		thereafter in which Borrower’s Liquidity is less than $2,500,000 at any
		time, the interest rate shall be a rate equal to the Prime Rate plus 2.0% per
		annum.
	 

	 
		

	 

	 
		Interest shall be calculated on the basis of a 360-day year for the
		actual number of days elapsed.  “Prime Rate” means the rate
		announced from time to time by Silicon as its “prime rate;” it is a
		base rate upon which other rates charged by Silicon are based, and it is not
		necessarily the best rate available at Silicon.  The interest rate
		applicable to the Obligations shall change on each date there is a change in
		the Prime Rate.
	 

	 
		3
	 

	 
		The Loan Agreement shall be amended by deleting the following text,
		appearing in Section 3 of the Schedule to the Loan Agreement:
	 

	 
		“
	 

	 
		Collateral Handling Fee:   Upon the occurrence of a Transition
		Event, Borrower shall pay Silicon a collateral handling fee of $1,000.00 per
		month, payable in arrears on the last day of each month, commencing with the
		month in which the Transition Event occurs.
	 

	 
		

	 

	 
		Unused Line Fee:   Prior to the occurrence of the Transition
		Event, in the event, in any calendar month (or portion thereof at the beginning
		and end of the term hereof), the average daily principal balance of the Loans
		outstanding during the month is less than the amount of the Maximum Credit
		Limit, Borrower shall pay Silicon an unused line fee in an amount equal to
		0.375% per annum on the difference between the amount of the Maximum Credit
		Limit and the average daily principal balance of the Loans outstanding during
		the month, which unused line fee shall be computed and paid monthly, in
		arrears, on the last day of each month.”
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		and inserting in lieu thereof the following:
	 

	 
		“
	 

	 
		Collateral Handling Fee:    Upon the occurrence of a Transition
		Event, Borrower shall pay Silicon a collateral handling fee of $500.00 per
		month ($250.00 if Borrower is on “non-borrowing reporting status”, as
		described in Section 6 of this Schedule), payable in arrears on the last day of
		each month, commencing with the month in which the Transition Event occurs.
	 

	 
		

	 

	 
		Unused Line Fee:   In the event, in any calendar month (or
		portion thereof at the beginning and end of the term hereof), the average daily
		principal balance of the Loans outstanding during the month is less than the
		amount of the Maximum Credit Limit, Borrower shall pay Silicon an unused line
		fee in an amount equal to 0.75% per annum on the difference between the amount
		of the Maximum Credit Limit and the average daily principal balance of the
		Loans outstanding during the month, which unused line fee shall be computed and
		paid monthly, in arrears, on the last day of each month.”
	 

	 
		4
	 

	 
		The Loan Agreement shall be amended by deleting the following, appearing
		as Section 4 of the Schedule to the Loan Agreement:
	 

	 
		“Section 4
	 

	 
		MATURITY DATE
	 


	 
		(Section 6.1):
	 

	 
		February 15, 2007.”
	 

	 
		and inserting in lieu thereof the following:
	 

	 
		“Section 4
	 

	 
		MATURITY DATE
	 

	 
		(Section 6.1):
	 

	 
		April 1, 2008.”
	 

	 
		5
	 

	 
		The Loan Agreement shall be am ended by deleting the following, appearing
		as Section 5 of the Schedule to the Loan Agreement:
	 

	 
		“
	 

	 
		Section 5
	 

	 
		FINANCIAL COVENANTS
	 

	 
		

	 

	 
		(Section 5.1):
	 

	 
		Borrower shall comply with each of the following covenant(s).  
	 

	 
		

	 

	 
		Compliance shall be determined as of the end of each month, except as
		otherwise specifically provided below:
	 

	 
		

	 

	 
		a. Adjusted Quick Ratio:
	 

	 
		

	 

	 
		Borrower shall maintain, at all times, to be tested monthly, an Adjusted
		Quick Ratio of at least 1.35 to 1.00 as of the last day of each month during
		the term of this Agreement.
	 

	 
		

	 

	 
		b. EBITDAS.  Borrower shall have, to be tested as of
		the last day of each quarter, EBITDAS of at least:
	 

	 
		

	 

	 
		(i)
	 

	 
		($4,133,999) for the quarter ending September 30, 2005; and
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		(ii)
	 

	 
		for the quarter ending December 31, 2005 and for each subsequent quarter
		ending, either (A) at least $1.00 greater than Borrower’s EBITDAS for the
		immediately preceding quarter, or (B) EBITDAS of at least $1.00.
	 

	 
		

	 

	 
		

	 

	 
		Definitions.
	 

	 
		For purposes of the foregoing financial covenants, the following term
		shall have the following meaning:
	 

	 
		

	 

	 
		“Adjusted Quick Ratio” is the ratio of (i) Quick Assets to (ii)
		Current Liabilities minus Deferred Revenue.
	 

	 
		

	 

	 
		“Current Liabilities” are all obligations and liabilities of
		Borrower to Bank, plus, without duplication, the aggregate amount of
		Borrower’ s Total Liabilities which mature within one (1) year.
	 

	 
		

	 

	 
		“EBITDAS” means earnings before interest expense (excluding
		interest income), taxes, depreciation, amortization and stock compensation
		expense in accordance with GAAP.
	 

	 
		

	 

	 
		“Quick Assets” is, on any date, the Borrower’s
		unrestricted cash and net billed accounts receivable.”
	 

	 
		and inserting in lieu thereof the following:
	 

	 
		“
	 

	 
		Section 5
	 

	 
		FINANCIAL COVENANTS
	 

	 
		

	 

	 
		(Section 5.1):
	 

	 
		Borrower shall comply with each of the following covenants.  
	 

	 
		

	 

	 
		Compliance shall be determined as of the end of each month, except as
		otherwise specifically provided below:
	 

	 
		

	 

	 
		a. Tangible Net Worth:  Borrower shall maintain a Tangible
		Net Worth of at least (i) $1,700,000 as of the months ending January 31, 2007,
		February 28, 2007 and March 31, 2007, (ii) $600,000 as of the months ending
		April 30, 2007, May 31, 2007 and June 30, 2007, (iii) ($150,000) as of the
		months ending July 31, 2007, August 31, 2007 and September 30, 2007, and (iv)
		$1.00 as of the month ending October 31, 2007 and as of the last day of each
		month thereafter.  Notwithstanding the foregoing, the numbers listed above
		shall increase by 70% of issuances of equity after March 6, 2007 and the
		principal amount of Subordinated Debt.
	 

	 
		

	 

	 
		b. Liquidity.  Borrower shall have, at all times, to
		be tested by Silicon as of any day, Liquidity of at least $1,000,000.
	 

	 
		

	 

	 
		Definitions.
	 

	 
		For purposes of the foregoing financial covenants, the following term
		shall have the following meaning:
	 

	 
		

	 

	 
		“Contingent Obligation” is, for any Person, any direct or
		indirect liability, contingent or not, of that Person for (a) any indebtedness,
		capital lease, dividend, letter of credit or other obligation of another such
		as an obligation directly or indirectly guaranteed, endorsed, co-made,
		discounted or sold with recourse by that Person, or for which that Person is
		directly or indirectly liable; (b) any obligations for undrawn letters of
		credit for the account of that Person;
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		and (c) all obligations from any interest rate, currency or commodity
		swap agreement, interest rate cap or collar agreement, or other agreement or
		arrangement designated to protect a Person against fluctuation in interest
		rates, currency exchange rates or commodity prices; but “Contingent
		Obligation” does not include endorsements in the ordinary course of
		business.  The amount of a Contingent Obligation is the stated or
		determined amount of the primary obligation for which the Contingent Obligation
		is made or, if not determinable, the maximum reasonably anticipated liability
		for it determined by the Person in good faith; but the amount may not exceed
		the maximum of the obligations under any guarantee or other support
		arrangement.
	 

	 
		

	 

	 
		“Indebtedness” is (a) indebtedness for borrowed money or the
		deferred price of property or services, such as reimbursement and other
		obligations for surety bonds and letters of credit, (b) obligations evidenced
		by notes, bonds, debentures or similar instruments, (c) capital lease
		obligations, and (d) Contingent Obligations.
	 

	 
		

	 

	 
		“Liquidity” means the amount of unrestricted cash of Borrower
		at Silicon plus Borrower’s unused availability as determined by Silicon
		pursuant to Section 1 of this Schedule.
	 

	 
		

	 

	 
		“Subordinated Debt” is indebtedness incurred by Borrower
		subordinated to all of Borrower’s now or hereafter indebtedness to Silicon
		(pursuant to a subordination, intercreditor, or other similar agreement in form
		and substance satisfactory to Silicon entered into between Silicon and the
		other  creditor), on terms acceptable to Silicon.
	 

	 
		

	 

	 
		“Tangible Net Worth” is, on any date, the total assets of
		Borrower minus (a) any amounts attributable to (i) goodwill, (ii)
		intangible items including unamortized debt discount and expense, patents,
		trade and service marks and names, copyrights and research and development
		expenses except prepaid expenses, (iii) notes, accounts receivable and other
		obligations owing to Borrower from its officers or other Affiliates, and (iv)
		reserves not already deducted from assets, minus (b) Total Liabilities
		(excluding non-cash charges to stock options and restricted stock in the
		ordinary course of business and up to $200,000 in foreign exchange contract
		fluctuations), plus (c) Subordinated Debt.
	 

	 
		

	 

	 
		“Total Liabilities” is on any day, obligations that should,
		under GAAP, be classified as liabilities on Borrower’s consolidated
		balance sheet, including all Indebtedness, and current portion of Subordinated
		Debt permitted by Silicon to be paid by Borrower, but excluding all other
		Subordinated Debt.”
	 

	 
		

	 

	 
		6
	 

	 
		The Loan Agreement shall be amended by deleting the following text,
		appearing in Section 6 of the Schedule to the Loan Agreement:
	 

	 
		“
	 

	 
		(b)
	 

	 
		After the occurrence of the Transition Event, weekly (bi-weekly if
		Borrower’s unrestricted cash plus amounts available to be borrowed
		hereunder exceeds $1,000,000.00, and monthly if Borrower’s unrestricted
		cash plus amounts available to be borrowed hereunder exceeds $5,000,000.00, and
		monthly, if no amounts are outstanding under this Agreement and Borrower has
		advised Silicon in writing that it has elected to be on “non-borrowing
		reporting status”, provided Borrower has provided sufficient advance
		notification to Silicon to perform a field examination), and upon each loan
		request, borrowing base certificates and transaction reports.”
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		and inserting in lieu thereof the following:
	 

	 
		“
	 

	 
		(b)
	 

	 
		weekly, or monthly, if no amounts are outstanding under this Agreement
		(except with respect to letters of credit) and Borrower has advised Silicon in
		writing that it has elected to be on “non-borrowing reporting
		status”, provided Borrower has provided sufficient advance notification to
		Silicon to perform a field examination, and upon each loan request, borrowing
		base certificates and transaction reports.”
	 

	 
		7
	 

	 
		The Loan Agreement shall be amended by deleting the following, appearing
		as Section 6 of the Schedule to the Loan Agreement:
	 

	 
		“
	 

	 
		(g)
	 

	 
		Annual audited financial statements, as soon as available, and in
		any event within 120 days following the end of Borrower’s fiscal year,
		prepared under GAAP, consistently applied, together with an unqualified
		opinion on the financial statements from an independent certified public
		accounting firm reasonably acceptable to Silicon.”
	 

	 
		

	 

	 
		and inserting in lieu thereof the following:
	 

	 
		

	 

	 
		“
	 

	 
		(g)
	 

	 
		Annual audited financial statements, as soon as available, and in
		any event within 180 days following the end of Borrower’s fiscal year,
		prepared under GAAP, consistently applied, together with an unqualified
		opinion on the financial statements from an independent certified public
		accounting firm reasonably acceptable to Silicon.”
	 

	 
		

	 

	 
		B.
	 

	 
		Waiver.  Bank hereby waives Borrower’s existing defaults
		under the Loan Agreement by virtue of Borrower’s failure to comply with
		(i) the financial covenant set forth in subsection (a) of Section 5 of the
		Schedule to the Loan Agreement (relative to Borrower’s Adjusted Quick
		Ratio) (required prior to this Loan Modification Agreement) as of the months
		ended July 31, 2006, August 31, 2006 and September 30, 2006, and (ii) the
		financial covenant set forth in subsection (b) of Section 5 of the Schedule to
		the Loan Agreement (relative to Borrower’s EBITDAS) (required prior to
		this Loan Modification Agreement) as of the quarter ended September 30, 2006.
		 Bank’s waiver of Borrower’s compliance of said affirmative
		covenants shall apply only to the foregoing specific periods.
	 

	 
		

	 

	 
		4.
	 

	 
		FEES.  Borrower shall pay to Bank a modification fee equal to
		Twenty Thousand Dollars ($20,000.00) which fee shall be due on the date hereof
		and shall be deemed fully earned as of the date hereof.  Borrower shall
		also reimburse Bank for all legal fees and expenses incurred in connection with
		this amendment to the Existing Loan Documents.
	 

	 
		5.
	 

	 
		RATIFICATION OF IP SECURITY AGREEMENT.  Borrower hereby
		ratifies, confirms and reaffirms, all and singular, the terms and conditions of
		the IP Security Agreement and acknowledges, confirms and agrees that the IP
		Security Agreement contains an accurate and complete listing of all
		Intellectual Property Collateral as defined therein.
	 

	 
		6.
	 

	 
		RATIFICATION OF PERFECTION CERTIFICATE.  Borrower hereby
		ratifies, confirms and reaffirms, all and singular, the terms and disclosures
		contained in a certain Perfection Certificate dated as of August 11, 2004
		between Borrower and Bank, and acknowledges, confirms and agrees the
		disclosures and information Borrower provided to Bank in the Perfection
		Certificate have not changed, as of the date hereof.
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		7.
	 

	 
		CONSISTENT CHANGES.  The Existing Loan Documents are hereby
		amended wherever necessary to reflect the changes described above.
	 

	 
		8.
	 

	 
		RATIFICATION OF LOAN DOCUMENTS.  Borrower hereby ratifies,
		confirms, and reaffirms all terms and conditions of all security or other
		collateral granted to the Bank, and confirms that the indebtedness secured
		thereby includes, without limitation, the Obligations.
	 

	 
		9.
	 

	 
		NO DEFENSES OF BORROWER.  Borrower hereby acknowledges and
		agrees that Borrower has no offsets, defenses, claims, or counterclaims against
		Bank with respect to the Obligations, or otherwise, and that if Borrower now
		has, or ever did have, any offsets, defenses, claims, or counterclaims against
		Bank, whether known or unknown, at law or in equity, all of them are hereby
		expressly WAIVED and Borrower hereby RELEASES Bank from any liability
		thereunder.
	 

	 
		10.
	 

	 
		CONTINUING VALIDITY.  Borrower understands and agrees that in
		modifying the existing Obligations, Bank is relying upon Borrower’s
		representations, warranties, and agreements, as set forth in the Existing Loan
		Documents.  Except as expressly modified pursuant to this Loan
		Modification Agreement, the terms of the Existing Loan Documents remain
		unchanged and in full force and effect.  Bank’s agreement to
		modifications to the existing Obligations pursuant to this  Loan
		Modification Agreement in no way shall obligate Bank to make any future
		modifications to the Obligations.  Nothing in this Loan Modification
		Agreement shall constitute a satisfaction of the Obligations.  It is the
		intention of Bank and Borrower to retain as liable parties all makers of
		Existing Loan Documents, unless the party is expressly released by Bank in
		writing.  No maker will be released by virtue of this Loan Modification
		Agreement.
	 

	 
		11.
	 

	 
		COUNTERSIGNATURE.  This Loan Modification Agreement shall
		become effective only when it shall have been executed by Borrower and Bank.
	 

	 
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		This Loan Modification Agreement is executed as of the date first written
		above.
	 

	 
		BORROWER:
	 

	 
		BANK:
	 

	 
		AXS-ONE INC.
	 

	 
		SILICON VALLEY BANK
	 

	 
		By:   /S/ Joseph P. Dwyer
	 

	 
		By:   /S/ Jay T. Tracy
	 

	 
		Name:   Joseph P. Dwyer
	 

	 
		Name:   Jay T. Tracy
	 

	 
		Title:   Chief Financial Officer
	 

	 
		Title:   Vice President