Exhibit
4.5


 


THIS WARRANT HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND NEITHER THIS WARRANT NOR ANY
INTEREST HEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
UNLESS AN APPLICABLE REGISTRATION STATEMENT UNDER SUCH ACT AND RULES AND
REGULATIONS THEREUNDER IS THEN IN EFFECT, OR IN THE OPINION OF HOLDER’S COUNSEL
(WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY), SUCH REGISTRATION
UNDER SUCH ACT IS NOT REQUIRED.  BY ITS
ACCEPTANCE HEREOF, THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS
ACQUIRING THE WARRANT FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECTS WITH
ARTICLE III OF THIS WARRANT.


 


WARRANT


 


to Purchase Common
Stock of


 


AXS-ONE INC.


 


Expiring
September 30, 2006


 


THIS IS TO CERTIFY THAT,
for value received, HAYDEN COMMUNICATIONS, INC., or its permitted and
registered assigns (collectively, the “Holder”), is entitled to purchase from
the Company 60,000 shares of Common Stock at a purchase price payable upon
exercise hereof (the “Exercise Price”) of $0.41 per share.  The Common Stock and the Exercise Price are
subject to adjustment in accordance with Article IV hereof.  Certain terms used in this Warrant are
defined in Article V.


 


ARTICLE I


 


Exercise of
Warrant


 


1.1                                 Method
of Exercise.  To exercise this
Warrant in whole or in part, at any time, subject to Section 1.3 below,
commencing on the date of issuance of this Warrant and ending on the expiration
date set forth above (the “Expiration Date”), the Holder shall deliver to the
Company, at the Warrant Office designated pursuant to Section 2.1, (a) a
written notice, in substantially the form of the Subscription Notice attached
as Schedule A hereto, of such Holder’s election to exercise this
Warrant, which notice shall specify the number of shares of Common Stock to be
purchased, (b) payment of the Exercise Price in immediately available funds and
(c) the signed original of this Warrant. 
This Warrant shall be deemed to be exercised on the date when delivery
of such notice, such funds and this Warrant is made, and any such date is
referred to herein as the “Exercise Date.” 
Upon exercise, the Company shall issue only in the name of, and deliver
to, such Holder a certificate or certificates for the number of full shares of
Common Stock to which such Holder is entitled and a check or cash with respect
to any fractional interest in a share of Common Stock as provided in
Section 1.2.  The Holder shall be
deemed to have become a holder of record of such issued Common Stock on the
applicable Exercise Date.  Upon exercise
of only a portion of the number of shares covered by this Warrant, the Company
shall issue and deliver to the Holder, at the expense of the Company, a new
Warrant covering the number of shares representing the unexercised portion of
this Warrant so surrendered.


 

















 


1.2                                 Fractional
Shares.  No fractional shares of
Common Stock or scrip shall be issued upon exercise of this Warrant.  Instead of any fractional shares of Common
Stock which would otherwise be issuable upon exercise of this Warrant, the
Company shall pay a cash adjustment in respect of such fractional interest in
an amount equal to that fractional interest of the then Current Market Price.


 


1.3                                 Listing
on National Securities Exchange. 
The Company shall, prior to the issuance of any Warrant Shares, at its
expense, promptly obtain and maintain the listing of the Warrant Shares on such
principal national securities exchange or NASDAQ as the other shares of Common
Stock are at such time listed.  The
Company shall use its best efforts to file the listing application for the
Warrant Shares with said exchange or NASDAQ, as the case may be, within thirty
(30) days following the Company’s issuance of this Warrant, and,
notwithstanding any other provision of this Warrant to the contrary, the Holder
may not exercise this Warrant until the Company notifies the Holder in writing
that said listing application has been approved by such exchange or NASDAQ, as
the case may be.


 


ARTICLE II


 


Warrant Office;
Transfer,

Division or Combination of Warrant


 


2.1                                 Warrant
Office.  The Company shall maintain
an office for certain purposes specified herein (the “Warrant Office”), which
office shall initially be the Company’s office at 301 Route 17 North,
Rutherford, New Jersey 07070 and may subsequently be such other office of the
Company or of any transfer agent of the Common Stock in the continental United
States as to which written notice has previously been given to the Holder.


 


2.2                                 Ownership
of Warrant.  The Company may deem
and treat the person in whose name this Warrant is then registered as the
Holder and owner hereof (notwithstanding any notations of ownership or writing
hereon made by anyone other than the Company) for all purposes and shall not be
affected by any notice to the contrary, until presentation of this Warrant for
registration of transfer as provided in this Article II.


 


2.3                                 Transfer
of Warrants.  The Company agrees to
maintain at the Warrant Office books for the registration of the issuance,
exercise and any transfers of this Warrant and, subject to the provisions of
Article III, this Warrant and all rights hereunder are transferable, in
whole or in part, on such books, upon surrender of this Warrant at such office,
together with a written assignment of this Warrant, in substantially the form
of the Assignment attached as Schedule B hereto, duly executed by
the Holder or its duly authorized agent or attorney and funds sufficient to pay
any transfer taxes payable upon the making of such transfer.  Upon such surrender and payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the assignee
or assignees and in the denominations specified (in increments of the lesser of
(i) 20,000 shares, or the number of shares for which this Warrant is then
exercisable) in such instrument of assignment, and this Warrant shall promptly
be cancelled.


 


2

















 


ARTICLE III


 


Restrictions on
Transfer and

Registration Under The Act


 


3.1                                 Restrictions
on Transfer.  Neither this Warrant,
the Warrant Shares nor any interest herein or therein shall be transferable
except upon the conditions specified in Article II and this
Article III, which conditions are intended to ensure compliance with the
provisions of the Act in respect of the transfer of this Warrant or any interest
herein.  The Holder will cause any
transferee of this Warrant, the Warrant Shares or any interest herein or
therein held by it to agree to take and hold this Warrant, the Warrant Shares
or an interest herein or therein subject to the provisions and upon the
conditions specified in this Article.


 


3.2                                 Restrictive
Legend.  This Warrant and each
Warrant Share shall (unless otherwise permitted by the provisions of
Section 3.3) include a legend in substantially the following form,
referring to this Warrant or Warrant Shares, as appropriate:


 


[THIS WARRANT] [THESE
SHARES] [HAS] [HAVE] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND
NEITHER [THIS WARRANT] [THESE SHARES] NOR ANY INTEREST THEREIN MAY BE
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS AN APPLICABLE
REGISTRATION STATEMENT UNDER SUCH ACT AND RULES AND REGULATIONS THEREUNDER IS
THEN IN EFFECT, OR IN THE OPINION OF HOLDER’S COUNSEL (WHICH OPINION IS
REASONABLY SATISFACTORY TO THE COMPANY), SUCH REGISTRATION UNDER SUCH ACT IS
NOT REQUIRED.  BY ITS ACCEPTANCE HEREOF,
THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING [THIS WARRANT]
[THESE SHARES] FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECTS WITH
ARTICLE III OF [THIS WARRANT] [THE WARRANT FOR THESE SHARES].


 


3.3                                 Notice
of Proposed Transfers.  The Holder
and any holder of any Warrant Share by acceptance hereof or thereof agrees to
comply in all respects with the provisions of this Section.  Prior to any proposed transfer of this
Warrant or any Warrant Share, the Holder or holder of Warrant Shares, as the
case may be, shall give written notice to the Company of such holder’s
intention to effect such transfer.  Each
such notice shall describe the manner and circumstance of the proposed transfer
in reasonable detail, and shall be accompanied by (a) a written opinion of
counsel for such holder, reasonably satisfactory to the Company, addressed to
the Company, to the effect that the proposed transfer may be effected without
registration under the Act or (b) written assurance from the staff of the
Commission that it will not recommend that any action be taken by the
Commission in the event such transfer is effected without registration under
the Act.  Such proposed transfer may be
effected only if the Company shall have received such notice and such opinion
of counsel or written assurance, whereupon the Holder or the holder of Warrant
Shares, as the case may be, shall be entitled to transfer this Warrant or
Warrant Shares in accordance with the terms of this Warrant and of the notice
delivered by said holder to the Company. 
Each certificate evidencing this Warrant or Warrant Shares transferred
as above provided shall bear the legend set forth in Section 3.2, except
that such certificate shall not bear such legend if the opinion of counsel or
written assurance referred to above is to the further effect that neither such
legend nor the restriction on transfer in this Article are required to
ensure compliance with the Act.


 


3

















 


3.4                                 Termination
of Conditions and Obligations.  The
conditions precedent imposed by this Article upon the transferability of
the Warrant Shares (but not of this Warrant) shall terminate as to any
particular Warrant Shares when such shares shall have been effectively
registered under the Act and sold or otherwise disposed of in accordance with
the intended method of disposition by the seller or sellers thereof set forth
in the registration statement covering such shares or at such time as an
opinion of counsel as specified in Section 3.3 shall have been rendered to
the effect set forth in the last sentence of Section 3.3.


 


3.5                                 Registration
Rights. The Holder shall be entitled to the benefits of the registration
rights set forth in Schedule C attached hereto.


 


ARTICLE IV


 


Antidilution
Provisions


 


4.1                                 Adjustments.  (a) The Exercise Price and the number of
Warrant Shares issuable upon exercise of this Warrant shall be subject to
adjustment from time to time as follows:


 


(i)                                     Stock
Dividends.  If the number of shares
of Common Stock outstanding at any time after the date of issuance of this
Warrant is increased by a stock dividend payable in shares of Common Stock or
by a subdivision or split-up of shares of Common Stock, then immediately after
the record date fixed for the determination of holders of Common Stock entitled
to receive such stock dividend or the effective date of such subdivision or
split-up, as the case may be, the Exercise Price shall be appropriately reduced
and the number of shares of Common Stock to be acquired on exercise of this
Warrant shall be increased so that the Holder, upon exercise of this Warrant
thereafter, shall be entitled to receive the number of shares of Common Stock
which it would have owned immediately following such action had this Warrant
been exercised immediately prior thereto at the aggregate Exercise Price
effective prior thereto.


 


(ii)                                  Combination
of Stock.  If the number of shares
of Common Stock outstanding at any time after the date of issuance of this
Warrant is decreased by a combination of the outstanding shares of Common
Stock, then, immediately after the effective date of such combination, the
Exercise Price shall be appropriately increased and the number of shares of
Common Stock to be acquired on exercise of this Warrant shall be decreased so
that the Holder, upon exercise of this Warrant thereafter, shall be entitled to
receive the number of shares of Common Stock which it would have owned
immediately following such action had this Warrant been exercised immediately
prior thereto.


 


(iii)                               Reorganization,
Etc.  In case of any capital
reorganization of the Company, or any reclassification of the Common Stock, or
in case of the consolidation of the Company with or the merger of the Company
with or into any other Person or in case of the sale, lease or other transfer
of all or substantially all of the assets of the Company to any other Person,
this Warrant shall, after such capital reorganization, reclassification,
consolidation, merger, sale, lease or other transfer, be convertible into the
number of shares of stock or other securities or property to which the Common
Stock issuable (at the time of such capital reorganization, reclassification,
consolidation, merger, sale, lease or other transfer) upon exercise of this
Warrant would have been entitled upon such capital reorganization,
reclassification, consolidation, merger, sale, lease or


 


4

















 


other transfer; and in
any such case, if necessary, the provisions set forth herein with respect to
the rights and interests thereafter of the Holder shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to any shares
of stock or other securities or property thereafter deliverable on the exercise
of this Warrant.  The subdivision or
combination of shares of Common Stock issuable upon exercise of this Warrant at
any time outstanding into a greater or lesser number of shares of Common Stock
of the Company (whether with or without par value) shall not be deemed to be a
reclassification of the Common Stock of the Company for the purposes of this
clause (iii).


 


(iv)                              Rounding
of Calculations; Minimum Adjustment. 
All calculations under this Article IV shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be.  Any provision of this Article IV to the
contrary notwithstanding, no adjustment to the Exercise Price shall be made if
the amount of such adjustment would be less than $.01, but any such amount
shall be carried forward and an adjustment with respect thereto shall be made
at the time of and together with any subsequent adjustment which, together with
such amount and any other amount or amounts so carried forward, shall aggregate
$.01 or more.


 


(b)                                 Statement
Regarding Adjustments.  Whenever any
adjustments shall be required as provided in Section 4.1(a), the Company
shall forthwith file, at the Warrant Office and, if different, at the principal
office of the Company, a statement showing in detail such adjustments and the
facts requiring such adjustment, which statement shall also be sent to the
Holder.


 


(c)                                  Costs.  The Company shall pay all documentary,
stamp, transfer or other transactional taxes attributable to the issuance or
delivery of shares of Common Stock of the Company upon exercise of this
Warrant.  The Holder shall pay all
documentary, stamp, transfer or other transactional taxes attributable to any
transfer of this Warrant or of the Warrant Shares.


 


(d)                                 Reservation
of Shares.  The Company shall
reserve at all times so long as this Warrant remains outstanding, free from
preemptive rights, out of its treasury stock or its authorized but unissued
shares of Common Stock, or both, solely for the purpose of effecting the
exercise of this Warrant, sufficient shares of Common Stock to provide for the
exercise of this Warrant.


 


(e)                                  Exchange
Act.  The Company shall comply with
the reporting requirements of Sections 13 and 15(d) of the Exchange Act for so
long as and to the extent that such requirements apply to the Company.


 


(f)                                    Valid
Issuance.  All shares of Common
Stock which may be issued upon exercise of this Warrant will upon issuance by
the Company be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issuance thereof and the
Company shall take no action which will cause a contrary result (including,
without limitation, any action which would cause the Exercise Price to be less
than the par value of the Common Stock).


 


ARTICLE V


 


Terms Defined


 


As used in this Warrant,
unless the context otherwise requires, the following terms have the respective
meanings set forth below or in the Section indicated:


 


5

















 


Act
– the Securities Act of 1933, as amended, or any similar Federal statute, and
the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


Commission
– the Securities and Exchange Commission, or any other Federal agency then
administering the Act.


 


Common
Stock – the Company’s authorized Common Stock, par value $.01 per share,
as such class existed on the date hereof, and any other securities as to which
this Warrant becomes exercisable pursuant to Article IV, including stock
of the Company of any class thereafter authorized which ranks, or is entitled
to a participation, as to assets or dividends, substantially on a parity with
Common Stock.


 


Company
– AXS-One Inc., a Delaware corporation, and any other corporation assuming or
required to assume the obligations undertaken in connection with this Warrant.


 


Current Market
Price – the price per share of Common Stock on any date as
determined by the Company’s Board of Directors as provided below.  The Current Market Price shall be the
average of the daily closing prices per share of Common Stock for 30
consecutive business days ending no more then 15 business days before the day
in question (as adjusted for any stock dividend, split, combination or
reclassification that took effect during such 30 business-day period).  The closing price for each day shall be the
last reported sales price regular way or, in the case no such reported sales
take place on such day, the average of the last reported bid and asked prices
regular way, in either case on the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if not listed or
admitted to trading on any national securities exchange, the average of the
highest bid and the lowest asked prices quoted on the National Association of Securities
Dealers Automated Quotation System (NASDAQ), or if not so quoted, as reported
by the National Quotation Bureau, Inc.; provided, however, that
if the Common Stock is not traded in such manner that any of the quotations
referred to above are available for the period required hereunder, Current
Market Price per share of Common Stock shall be deemed to be the fair value
thereof as determined by the Board of Directors in good faith, irrespective of
any accounting treatment.


 


Exchange Act
– the Securities Exchange Act of 1934, as amended, or any similar Federal
statute, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 


Exercise Price
– as defined in the Preamble.


 


Exercise Date
– as defined in Section 1.1.


 


Expiration Date
– as defined in Section 1.1.


 


Holder
– as defined in the Preamble.


 


Outstanding
– when used with reference to Common Stock at any date, all issued shares of
Common Stock at such date, except shares then held in the treasury of the
Company.


 


6

















 


Person
– any individual, corporation, partnership, trust, unincorporated organization
and any government and any political subdivision, instrumentality or agency
thereof.


 


Warrant Office
– as defined in Section 2.1.


 


Warrant Shares
– the shares of Common Stock purchasable or purchased by the Holder upon the
exercise of this Warrant.


 


ARTICLE VI


 


Miscellaneous


 


6.1                                 Entire
Agreement.  This Warrant contains
the entire agreement between the Holder and the Company with respect to the
purchase of the Warrant Shares and the related transactions and supersedes all
prior arrangements or understandings with respect thereto.


 


6.2                                 Governing
Law.  This Warrant shall be governed
by and construed in accordance with the laws of the State of Delaware without
giving effect to the conflict of laws.


 


6.3                                 Waiver
and Amendment.  At any time, any
term or provision of this Warrant may be waived, amended or supplemented only
by a writing signed by the Holder and the Company.  A waiver by the Company or the Holder of a breach of any
provision of this Warrant shall not operate as or be construed to be a waiver
of any other breach of such provision or of any other provision of this
Warrant.  The failure of the Holder or
the Company to insist upon strict adherence to any term of this Agreement on
one or more occasions shall not be considered a waiver or deprive that party of
the right thereafter to insist on strict adherence to that term or any other
term of this Agreement.


 


6.4                                 Assignment
by the Company.  The Company may not
sell, assign, transfer or otherwise convey any of its rights or delegate any of
its duties under this Warrant except to a corporation succeeding to the Company
by merger, consolidation or acquisition of all or substantially all of the
Company’s business and/or assets, and this Warrant shall be binding on and
inure to the benefit of such successor.


 


6.5                                 Separability.  If any provision in this Warrant shall be
determined to be invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in any
other respect and of the remaining provisions of this Warrant in any respect
shall not be in any way impaired.


 


6.6                                 Notice.  Any notice or other communication required
or permitted to be given or delivered hereunder shall be in writing and; if to
the Holder, shall be delivered at, or sent by reputable “overnight” courier to,
such Holder at the last address shown on the books of the Company maintained at
the Warrant Office or at any more recent address of which any Holder shall have
notified the Company in writing; and if to the Company, shall be delivered at,
or sent by reputable “overnight” courier to, the General Counsel of the Company
at 301 Route 17 North, Rutherford, NJ 07070, or such other address within the
United States of America as shall have been furnished by the Company to the
Holder.  Any notice or other
communication hereunder shall be deemed given at the time of receipt thereof.


 


7

















 


6.7                                 Limitation
of Liability; Not Stockholders.  No
provisions of this Warrant shall be construed as conferring upon the Holder the
right to vote, consent, receive dividends, or receive notice other than as
herein expressly provided, in respect of meetings of stockholders for the
election of directors of the Company or any other matter whatsoever as a
stockholder of the Company.  No
provision hereof, in the absence of affirmative action taken by the Holder to
exercise this Warrant and thereby purchase shares of Common Stock, and no mere
enumeration herein of the rights or privileges of the Holder hereof, shall give
rise to any liability of the Holder for the purchase price of any Warrant
Shares or as a stockholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.


 


6.8                                 Loss,
Destruction, Etc. of Warrant.  Upon
receipt of evidence satisfactory to the Company of the loss, theft, mutilation
or destruction of this Warrant, and in the case of any loss, theft or
destruction, upon delivery of a bond indemnity in such form and amount as shall
be reasonably satisfactory to the Company, or in the event of such mutilation
upon surrender and cancellation of this Warrant, the Company will make and
deliver a new Warrant, of like tenor, in replacement of and substitution for
such lost, stolen, destroyed or mutilated Warrant (which shall thereupon become
null and void and of no further effect).


 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be signed by its duly authorized officer.


 


 


Dated:  September 30, 2003


 


	
   

  	
  AXS-ONE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  PAUL ABEL

  	
   

  
	
   

  	
  Name:  Paul Abel

  
	
   

  	
  Title: Vice President,
  Secretary and General Counsel

  



 


8

















 


SCHEDULE A


 


SUBSCRIPTION
NOTICE


 


The undersigned, the
holder of the Warrant accompanying this Notice, hereby elects to exercise
purchase rights represented by said Warrant for, and to purchase
thereunder,                    shares
of the Common Stock covered by such Warrant and herewith makes payment in full
therefor pursuant to Section 1.1 of such Warrant, and requests (a) that
certificates for such aforesaid number of shares (or any other securities or
property issuable upon such exercise) be issued in the name of and delivered to
the undersigned at the following
address:                                        and
(b) if such shares shall not include all of the shares issuable as provided in
such Warrant, that a new Warrant of like tenor and date for the balance of the
shares issuable thereunder be delivered to the undersigned.


 


	
   

  	
  [HAYDEN COMMUNICATIONS,
  INC.]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Dated:


 


9

















 


SCHEDULE B


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto
                    ,
with an address of                                         ,
the rights to purchase                                         shares
of Common Stock, par value $.0l per share, of AXS-One Inc. represented by the
Warrant accompanying this Assignment, and hereby authorizes AXS-One Inc. to
transfer said rights on the books of said corporation and to issue the
aforesaid assignee an appropriate Warrant representing the assigned purchase
rights.  If the assigned purchase rights
shall not include all of the shares issuable as provided in such Warrant, a new
Warrant of like tenor and date for the balance of the shares issuable
thereunder shall be delivered to the undersigned.


 


	
   

  	
  [HAYDEN COMMUNICATIONS,
  INC.]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Dated:


 


10

















 


SCHEDULE C


 


REGISTRATION RIGHTS OF
HOLDER


1.                                      Definitions


 


Selling Expenses:  All underwriting discounts, selling
commissions and stock transfer taxes applicable to the Warrant Shares
registered by the Holder and all fees and disbursements of counsel and other
advisors for the Holder.


 


Capitalized terms
used in this Schedule C but not otherwise defined herein shall have
the meanings ascribed to such terms in the body of the Warrant to which this Schedule C
is attached.


 


2.                                      Registration
Rights


 


(a)                                  If
the Company at any time prior to the first anniversary of the Expiration Date
(at which time the rights granted under this Section 2 shall expire)
proposes to register any of its Common Stock under the Act on any form other
than Form S-4 or Form S-8 (or any similar or successor form then in effect),
whether or not for sale for its own account, and if the registration form
proposed to be used may be used for the registration of the Warrant Shares,
then the Company will give prompt written notice to the Holder of its intention
to do so, such notice to specify the proposed numbers of shares to be
registered thereby and the date, not less than 10 days thereafter, by which the
Company must receive the Holder’s written indication of whether the Holder
wishes to include its Warrant Shares in such registration statement.  Upon the written request of the Holder made
on or before the date specified in such notice (which request shall specify the
number of Warrant Shares intended to be disposed of by the Holder), the Company
will, to the extent permitted under Section 7, use all commercially
reasonable efforts to cause all such Warrant Shares, which the Holder has so
requested the registration thereof, to be registered under the Act (with the
other shares that the Company at the time proposes to register), to the extent
requisite to permit the sale or other disposition by the Holder of the Warrant
Shares to be so registered.


 


(b)                                 Notwithstanding
anything to the contrary in this Section 2, the Company shall have the
right to discontinue any registration under this Section 2 at any time
prior to the effective date of such registration if the registration of other
shares of Common Stock giving rise to such registration under this
Section 2 is discontinued.


 


(c)                                  The
obligations of the Company under Section 2(a) hereof shall terminate (a)
if the Holder rejects the opportunity to participate in a registration with
respect to which Holder’s Warrant Shares would have been included but for said
rejection by the Holder and such registration has been declared or ordered
effective, or (b) the first registration by Company, including any of Holder’s
Warrant Shares, has been declared or ordered effective.


 


3.                                      Registration
Procedures


 


If Holder
exercises its registration rights under Section 2(a) hereof, the Company
will, as expeditiously as possible:


 


11

















 


(a)                                  prepare and file with the Commission a registration
statement with respect to such Common Stock to be registered (including the
Warrant Shares to be registered) and use all commercially reasonable efforts to
cause such registration statement to become and remain effective for a period
of at least 180 days (or such shorter period if all Common Stock so registered
have been sold); provided that, before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company will furnish
to the Holder for review copies of all such documents proposed to be filed;


 


(b)                                 prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for a period of at least 180 days (or such shorter period as shall be
necessary to complete the distribution of the Common Stock covered thereby) and
to comply with the provisions of the Act with respect to the sale or other
disposition of all shares covered by such registration statement during such
period in accordance with the intended methods of disposition by the seller or
sellers thereof set forth in such registration statement;


 


(c)                                  furnish to the Holder such number of copies of such
registration statement and of each such amendment and supplement thereto (in
each case including all exhibits), such number of copies of the prospectus
included in such registration statement (including each preliminary
prospectus), in conformity with the requirements of the Act, in substantially
the form in which they are proposed to be filed with the Commission, needed by
the Holder in order to facilitate the public sale or other disposition of the
registered Warrant Shares;


 


(d)                                 use all commercially reasonable efforts to register
or qualify such shares of Common Stock covered by such registration statement
under such other securities or blue sky laws of such United States
jurisdictions as the Holder shall reasonably request, and do any and all other
acts and things which may be necessary or advisable to enable the Holder to
consummate the disposition of the registered Warrant Shares in such
jurisdictions, except that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in any
jurisdiction where, but for the requirements of this clause (d), it would not
be obligated to be so qualified, or to subject itself to taxation in any such
jurisdiction;


 


(e)                                  use all commercially reasonable efforts to cause
such shares of Common Stock covered by such registration statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to enable the Holder to consummate the disposition of its
registered Warrant Shares in the United States;


 


(f)                                    notify the Holder, at any time when a prospectus
relating to its registered Warrant Shares is required to be delivered under the
Act, of the Company’s becoming aware that the prospectus included in the
related registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing, and promptly prepare and furnish to the Holder
a reasonable number of copies of a prospectus supplemented or amended so that,
as thereafter delivered to the purchasers of the registered Warrant Shares,
such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing;


 


12

















 


(g)                                 otherwise use all commercially reasonable efforts to
comply with all applicable rules and regulations of the Commission;


 


(h)                                 permit the Holder a reasonable time in which (i) to
review and comment on such registration or comparable statement, and (ii) to
request the insertion therein of material, furnished to the Company in writing,
which in the reasonable judgment of the Holder should be included;


 


(i)                                     notify the Holder of any stop order threatened or
issued by the Commission and take all actions reasonably necessary to prevent
the entry of such stop order or to remove it if entered.


 


The Holder hereby
agrees that, upon receipt of any notice from the Company of the happening of
any event of the kind described in subdivision (f) above, the Holder will
forthwith discontinue its disposition of Warrant Shares pursuant to the
registration statement covering such Warrant Shares until the Holder’s receipt
of the copies of the supplemented or amended prospectus contemplated by said
subdivision and, if so directed by the Company, will deliver to the Company all
copies, other than permanent file copies, then in the Holder’s possession of
the prospectus covering such Warrant Shares prior to such supplementation or
amendment.  In the event the Company
shall give any such notice, the period mentioned in subdivision (b) above shall
be extended by the number of days during the period from and including the date
of the giving of such notice to and including the date when the Holder shall
have received the copies of the supplemented or amended prospectus contemplated
by subdivision (f) above.


 


The Holder shall promptly furnish to the Company in writing such
information and documents regarding it and the distribution of its Warrant
Shares as may reasonably be required to be disclosed in the registration
statement in question by the rules and regulations under the Act or under any
other applicable securities or blue sky laws of the jurisdictions referred to
in subdivision (d) above.


 


4.                                      Registration
Expenses


 


In connection with any registration of Warrant Shares pursuant to
Section 2, the Company will, whether or not any such registration shall
become effective, from time to time, pay all expenses (other than Selling
Expenses) incident to its performance of or compliance herewith, including,
without limitation, all registration, filing and NASD fees, fees and expenses
of compliance with securities or blue sky laws, and fees and disbursements of
counsel for the Company and all independent public accountants and other
Persons retained by the Company.


 


5.                                      Indemnification


 


(a)                                  The Company will, and hereby does, indemnify and
agree to defend, the Holder and each Person, if any, who controls the Holder
within the meaning of Section 15 of the Securities Act (collectively,
“Holder Indemnified Parties”), from and against all losses, claims, damages,
liabilities and expenses, joint or several, to which any such Holder
Indemnified Party may become subject under the Act, the Exchange Act and all
rules and regulations under each such Act, at common law or otherwise, insofar
as such losses, claims, damages, liabilities or expenses (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in any registration statement as contemplated hereby or
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact
contained in any preliminary, final or summary prospectus, together with the


 


13

















 


documents incorporated by reference therein (as amended or supplemented
if the Company shall have filed with the Commission any amendment thereof or
supplement thereto), or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or (iii) any violation by the Company of any federal,
state or common law rule or regulation applicable to the Company and relating
to action of or inaction by the Company in connection with any such
registration; and in each such case, the Company shall reimburse each such
Holder Indemnified Party for any reasonable legal or other expenses incurred by
any of them in connection with investigating or defending any such loss, claim,
damage, liability, expense, action or proceeding; provided, however, that the
Company shall not be liable to any such Holder Indemnified Party insofar as
such losses, claims, damages, liabilities, expenses, actions or proceedings are
the result of any untrue statement or alleged untrue statement made in reliance
on or in conformity with any information furnished to the Company by or on
behalf of any Holder Indemnified Party, or any omission or alleged omission to
state a material fact relating to any information furnished to the Company by
or on behalf of any Holder Indemnified Party required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


 


In connection with
any registration statement in which the Holder is participating, the Holder
will promptly furnish to the Company such information as shall be reasonably
requested by the Company for use in any such registration statement or
prospectus and each and every Holder Indemnified Party will, jointly and
severally, indemnify, and defend, the Company, its employees, officers and
directors and each Person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act, against any losses, claims, damages,
liabilities, expenses, actions or proceedings resulting from any (i) any action
taken by any Holder Indemnified Party in connection with the sale of the
Warrant Securities, or (ii) untrue statement or alleged untrue statement of a
material fact or any omission or alleged omission of a material fact required
to be stated in the registration statement or prospectus or preliminary
prospectus or any amendment thereof or supplement thereto, or necessary to make
the statements therein not misleading, but only to the extent that such untrue
statement or omission or alleged untrue statement or omission is made in
reliance on or in conformity with any information so furnished by any Holder
Indemnified Party.


 


Any Person
entitled to indemnification under the provisions of this Section 5 shall
(i) give prompt notice to the indemnifying party of any claim with respect to
which it seeks indemnification, (ii) unless in such indemnified party’s
reasonable judgment, supported by the written opinion of reputable and
experienced counsel to be supplied to the indemnifying party, a conflict of
interest between such indemnified and indemnifying parties may exist in respect
of such claim, permit such indemnifying party to assume control over the
defense and/or settlement of such claim, with reputable and experienced
counsel; and if such defense is so assumed, such indemnified party shall not
enter into any settlement without the consent of the indemnifying party if such
settlement attributes liability to the indemnifying party and such indemnifying
party shall not be subject to any liability for any settlement made without its
consent (which shall not be unreasonably withheld); and (iii) provide such
reasonably requested assistance to the indemnifying party, at the indemnifying
party’s expense.  Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of any indemnified party.


 


(b)                                 If for any reason the foregoing indemnity is
unavailable, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect not
only the relative benefits received by the indemnifying party on the one hand
and the indemnified party on the other but


 


14

















 


also the relative fault of the indemnifying party and the indemnified
party as well as any other relevant equitable considerations.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.


 


6.                                      Certain
Limitations on Registration Rights


 


If the Company determines to enter into an underwriting agreement in
connection with a registration provided for in this Schedule C, all
shares of Common Stock to be included in such registration, including all
Warrant Shares, shall be subject to such underwriting agreement and no Person
may participate in such registration unless such Person agrees to sell such
Person’s securities on the basis provided in such underwriting agreement and
completes and/or executes all questionnaires, indemnities, and other reasonable
documents which must be executed under the terms of such underwriting
agreement.


 


7.                                      Allocation
of Securities Included in Registration Statement


 


If the Company’s
managing underwriter shall advise the Company and the Holder in writing that
the inclusion in any registration pursuant hereto of some or all of the Warrant
Shares sought to be registered by the Holder creates a substantial risk that
the proceeds or price per unit that will be derived from such registration will
be reduced or that the number of securities to be registered is too large a number
to be reasonably sold, (i) first, the number of shares of Common Stock sought
to be sold by the Company or other holders exercising “demand rights” shall be
included in such registration, and (ii) next, the number of Warrant Shares and
other shares of Common Stock of other holders exercising “piggyback rights”
shall be included in such registration to the extent permitted by the Company’s
managing underwriter (if the offering is underwritten) to be allocated on a pro
rata basis based on the number of Warrant Shares Holder,and the number of
shares of Common Stock each such other holder, desire to have registered;
provided, however, that, if the Holder would be required pursuant to the
provisions of this Section 7 to reduce the number of Warrant Shares that
it may include in such registration, the Holder may withdraw all of its Warrant
Shares from such registration whereupon the provisions of Section 2(c)
hereof shall not apply to said registration.


 


8.                                      Limitations
on Sale or Distribution of Securities


 


If a registration
hereunder shall be in connection with an underwritten public offering, the
Holder agrees not to effect any public sale or distribution, including any sale
pursuant to Rule 144 under the Act, of any Warrant Shares and to use its best
efforts not to effect any such public sale or distribution of any other equity
security of the Company or of any security convertible into or exchangeable or
exercisable for any equity security of the Company (other than as part of such
underwritten public offering) within 10 days before or 90 days after the
effective date of such registration statement. 
In such event, the Holder agrees to sign the customary market stand-off
letter with the Company’s managing underwriter, and to comply with applicable
rules and regulations of the Commission.


 


9.                                      Rule
144


 


The Company
covenants that it will file the reports required to be filed under the Act and
the Exchange Act and the rules and regulations adopted by the Commission
thereunder (or, in the event that the Company is not required to file such
reports, it will make publicly available information as set forth in Rule
144(c)(2) promulgated under the Act), and it will take, at Holder’s expense,
such further action as


 


15

















 


the Holder may reasonably request, or to the extent required from time
to time, to enable the Holder to sell its Warrant Shares without registration
under the Act within the limitation of the exemption provided by (a) Rule 144
under the Act, as such Rule may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the Commission (collectively,
“Rule 144”).  Upon request of the Holder
(but not more than twice in any calendar year), the Company will deliver to the
Holder a written statement as to whether it has complied with such
requirements.


 


10.                               Transfer
of Registration Rights


 


If and to the extent that the Holder sells or otherwise disposes of
Warrant Shares in any transaction that does not require registration under the
Act (other than a transaction exempted under Rule 144), the rights of the
Holder hereunder with respect to such Warrant Shares will be assignable to the
transferee of such Warrant Shares; provided, however, that (i) such transferee
agrees in writing with the Company to be bound by all of the terms and
conditions of this Schedule C and (ii) the Company’s aggregate
obligation under this Section 2 hereof with respect to the Holder and all
such transferees shall not extend to more than one (1) registration in total.


 


16

















 


THIS WARRANT HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND NEITHER THIS WARRANT NOR ANY
INTEREST HEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
UNLESS AN APPLICABLE REGISTRATION STATEMENT UNDER SUCH ACT AND RULES AND
REGULATIONS THEREUNDER IS THEN IN EFFECT, OR IN THE OPINION OF HOLDER’S COUNSEL
(WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY), SUCH REGISTRATION
UNDER SUCH ACT IS NOT REQUIRED.  BY ITS
ACCEPTANCE HEREOF, THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS
ACQUIRING THE WARRANT FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECTS WITH
ARTICLE III OF THIS WARRANT.


 


WARRANT


 


to Purchase Common
Stock of


 


AXS-ONE INC.


 


Expiring
September 30, 2006


 


THIS IS TO CERTIFY THAT,
for value received, HAYDEN COMMUNICATIONS, INC., or its permitted and
registered assigns (collectively, the “Holder”), is entitled to purchase from
the Company 60,000 shares of Common Stock at a purchase price payable upon
exercise hereof (the “Exercise Price”) of $0.59 per share.  The Common Stock and the Exercise Price are
subject to adjustment in accordance with Article IV hereof.  Certain terms used in this Warrant are
defined in Article V.


 


ARTICLE I


 


Exercise of
Warrant


 


1.1                                 Method
of Exercise.  To exercise this
Warrant in whole or in part, at any time, subject to Section 1.3 below,
commencing on the date of issuance of this Warrant and ending on the expiration
date set forth above (the “Expiration Date”), the Holder shall deliver to the
Company, at the Warrant Office designated pursuant to Section 2.1, (a) a
written notice, in substantially the form of the Subscription Notice attached
as Schedule A hereto, of such Holder’s election to exercise this
Warrant, which notice shall specify the number of shares of Common Stock to be
purchased, (b) payment of the Exercise Price in immediately available funds and
(c) the signed original of this Warrant. 
This Warrant shall be deemed to be exercised on the date when delivery
of such notice, such funds and this Warrant is made, and any such date is
referred to herein as the “Exercise Date.” 
Upon exercise, the Company shall issue only in the name of, and deliver
to, such Holder a certificate or certificates for the number of full shares of
Common Stock to which such Holder is entitled and a check or cash with respect
to any fractional interest in a share of Common Stock as provided in
Section 1.2.  The Holder shall be
deemed to have become a holder of record of such issued Common Stock on the applicable
Exercise Date.  Upon exercise of only a
portion of the number of shares covered by this Warrant, the Company shall
issue and deliver to the Holder, at the expense of the Company, a new Warrant
covering the number of shares representing the unexercised portion of this
Warrant so surrendered.


 


17

















 


1.2                                 Fractional
Shares.  No fractional shares of
Common Stock or scrip shall be issued upon exercise of this Warrant.  Instead of any fractional shares of Common
Stock which would otherwise be issuable upon exercise of this Warrant, the
Company shall pay a cash adjustment in respect of such fractional interest in
an amount equal to that fractional interest of the then Current Market Price.


 


1.3                                 Listing
on National Securities Exchange. 
The Company shall, prior to the issuance of any Warrant Shares, at its
expense, promptly obtain and maintain the listing of the Warrant Shares on such
principal national securities exchange or NASDAQ as the other shares of Common Stock
are at such time listed.  The Company
shall use its best efforts to file the listing application for the Warrant
Shares with said exchange or NASDAQ, as the case may be, within thirty (30)
days following the Company’s issuance of this Warrant, and, notwithstanding any
other provision of this Warrant to the contrary, the Holder may not exercise
this Warrant until the Company notifies the Holder in writing that said listing
application has been approved by such exchange or NASDAQ, as the case may be.


 


ARTICLE II


 


Warrant Office;
Transfer,

Division or Combination of Warrant


 


2.1                                 Warrant
Office.  The Company shall maintain
an office for certain purposes specified herein (the “Warrant Office”), which
office shall initially be the Company’s office at 301 Route 17 North,
Rutherford, New Jersey 07070 and may subsequently be such other office of the
Company or of any transfer agent of the Common Stock in the continental United
States as to which written notice has previously been given to the Holder.


 


2.2                                 Ownership
of Warrant.  The Company may deem
and treat the person in whose name this Warrant is then registered as the
Holder and owner hereof (notwithstanding any notations of ownership or writing
hereon made by anyone other than the Company) for all purposes and shall not be
affected by any notice to the contrary, until presentation of this Warrant for
registration of transfer as provided in this Article II.


 


2.3                                 Transfer
of Warrants.  The Company agrees to
maintain at the Warrant Office books for the registration of the issuance,
exercise and any transfers of this Warrant and, subject to the provisions of
Article III, this Warrant and all rights hereunder are transferable, in
whole or in part, on such books, upon surrender of this Warrant at such office,
together with a written assignment of this Warrant, in substantially the form
of the Assignment attached as Schedule B hereto, duly executed by
the Holder or its duly authorized agent or attorney and funds sufficient to pay
any transfer taxes payable upon the making of such transfer.  Upon such surrender and payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the assignee
or assignees and in the denominations specified (in increments of the lesser of
(i) 20,000 shares, or the number of shares for which this Warrant is then
exercisable) in such instrument of assignment, and this Warrant shall promptly
be cancelled.


 


18

















 


ARTICLE III


 


Restrictions on
Transfer and

Registration Under The Act


 


3.1                                 Restrictions
on Transfer.  Neither this Warrant,
the Warrant Shares nor any interest herein or therein shall be transferable
except upon the conditions specified in Article II and this
Article III, which conditions are intended to ensure compliance with the
provisions of the Act in respect of the transfer of this Warrant or any
interest herein.  The Holder will cause
any transferee of this Warrant, the Warrant Shares or any interest herein or
therein held by it to agree to take and hold this Warrant, the Warrant Shares
or an interest herein or therein subject to the provisions and upon the
conditions specified in this Article.


 


3.2                                 Restrictive
Legend.  This Warrant and each
Warrant Share shall (unless otherwise permitted by the provisions of Section 3.3)
include a legend in substantially the following form, referring to this Warrant
or Warrant Shares, as appropriate:


 


[THIS WARRANT] [THESE
SHARES] [HAS] [HAVE] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND
NEITHER [THIS WARRANT] [THESE SHARES] NOR ANY INTEREST THEREIN MAY BE
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS AN APPLICABLE
REGISTRATION STATEMENT UNDER SUCH ACT AND RULES AND REGULATIONS THEREUNDER IS
THEN IN EFFECT, OR IN THE OPINION OF HOLDER’S COUNSEL (WHICH OPINION IS
REASONABLY SATISFACTORY TO THE COMPANY), SUCH REGISTRATION UNDER SUCH ACT IS
NOT REQUIRED.  BY ITS ACCEPTANCE HEREOF,
THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING [THIS WARRANT]
[THESE SHARES] FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECTS WITH
ARTICLE III OF [THIS WARRANT] [THE WARRANT FOR THESE SHARES].


 


3.3                                 Notice
of Proposed Transfers.  The Holder
and any holder of any Warrant Share by acceptance hereof or thereof agrees to
comply in all respects with the provisions of this Section.  Prior to any proposed transfer of this
Warrant or any Warrant Share, the Holder or holder of Warrant Shares, as the
case may be, shall give written notice to the Company of such holder’s
intention to effect such transfer.  Each
such notice shall describe the manner and circumstance of the proposed transfer
in reasonable detail, and shall be accompanied by (a) a written opinion of
counsel for such holder, reasonably satisfactory to the Company, addressed to
the Company, to the effect that the proposed transfer may be effected without
registration under the Act or (b) written assurance from the staff of the
Commission that it will not recommend that any action be taken by the
Commission in the event such transfer is effected without registration under
the Act.  Such proposed transfer may be
effected only if the Company shall have received such notice and such opinion
of counsel or written assurance, whereupon the Holder or the holder of Warrant
Shares, as the case may be, shall be entitled to transfer this Warrant or
Warrant Shares in accordance with the terms of this Warrant and of the notice
delivered by said holder to the Company. 
Each certificate evidencing this Warrant or Warrant Shares transferred
as above provided shall bear the legend set forth in Section 3.2, except
that such certificate shall not bear such legend if the opinion of counsel or
written assurance referred to above is to the further effect that neither such
legend nor the restriction on transfer in this Article are required to
ensure compliance with the Act.


 


19

















 


3.4                                 Termination
of Conditions and Obligations.  The
conditions precedent imposed by this Article upon the transferability of
the Warrant Shares (but not of this Warrant) shall terminate as to any
particular Warrant Shares when such shares shall have been effectively
registered under the Act and sold or otherwise disposed of in accordance with
the intended method of disposition by the seller or sellers thereof set forth
in the registration statement covering such shares or at such time as an
opinion of counsel as specified in Section 3.3 shall have been rendered to
the effect set forth in the last sentence of Section 3.3.


 


3.5                                 Registration
Rights. The Holder shall be entitled to the benefits of the registration
rights set forth in Schedule C attached hereto.


 


ARTICLE IV


 


Antidilution
Provisions


 


4.1                                 Adjustments.  (a) The Exercise Price and the number of
Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment
from time to time as follows:


 


(i)                                     Stock
Dividends.  If the number of shares
of Common Stock outstanding at any time after the date of issuance of this
Warrant is increased by a stock dividend payable in shares of Common Stock or
by a subdivision or split-up of shares of Common Stock, then immediately after
the record date fixed for the determination of holders of Common Stock entitled
to receive such stock dividend or the effective date of such subdivision or
split-up, as the case may be, the Exercise Price shall be appropriately reduced
and the number of shares of Common Stock to be acquired on exercise of this
Warrant shall be increased so that the Holder, upon exercise of this Warrant
thereafter, shall be entitled to receive the number of shares of Common Stock
which it would have owned immediately following such action had this Warrant
been exercised immediately prior thereto at the aggregate Exercise Price
effective prior thereto.


 


(ii)                                  Combination
of Stock.  If the number of shares
of Common Stock outstanding at any time after the date of issuance of this
Warrant is decreased by a combination of the outstanding shares of Common
Stock, then, immediately after the effective date of such combination, the
Exercise Price shall be appropriately increased and the number of shares of
Common Stock to be acquired on exercise of this Warrant shall be decreased so
that the Holder, upon exercise of this Warrant thereafter, shall be entitled to
receive the number of shares of Common Stock which it would have owned
immediately following such action had this Warrant been exercised immediately
prior thereto.


 


(iii)                               Reorganization,
Etc.  In case of any capital
reorganization of the Company, or any reclassification of the Common Stock, or
in case of the consolidation of the Company with or the merger of the Company
with or into any other Person or in case of the sale, lease or other transfer
of all or substantially all of the assets of the Company to any other Person,
this Warrant shall, after such capital reorganization, reclassification,
consolidation, merger, sale, lease or other transfer, be convertible into the
number of shares of stock or other securities or property to which the Common
Stock issuable (at the time of such capital reorganization, reclassification,
consolidation, merger, sale, lease or other transfer) upon exercise of this
Warrant would have been entitled upon such capital reorganization,
reclassification, consolidation, merger, sale, lease or


 


20

















 


other transfer; and in any such case, if necessary,
the provisions set forth herein with respect to the rights and interests
thereafter of the Holder shall be appropriately adjusted so as to be
applicable, as nearly as may reasonably be, to any shares of stock or other
securities or property thereafter deliverable on the exercise of this
Warrant.  The subdivision or combination
of shares of Common Stock issuable upon exercise of this Warrant at any time
outstanding into a greater or lesser number of shares of Common Stock of the
Company (whether with or without par value) shall not be deemed to be a
reclassification of the Common Stock of the Company for the purposes of this
clause (iii).


 


(iv)                              Rounding
of Calculations; Minimum Adjustment. 
All calculations under this Article IV shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be.  Any provision of this Article IV to the
contrary notwithstanding, no adjustment to the Exercise Price shall be made if
the amount of such adjustment would be less than $.01, but any such amount
shall be carried forward and an adjustment with respect thereto shall be made
at the time of and together with any subsequent adjustment which, together with
such amount and any other amount or amounts so carried forward, shall aggregate
$.01 or more.


 


(b)                                 Statement
Regarding Adjustments.  Whenever any
adjustments shall be required as provided in Section 4.1(a), the Company
shall forthwith file, at the Warrant Office and, if different, at the principal
office of the Company, a statement showing in detail such adjustments and the
facts requiring such adjustment, which statement shall also be sent to the
Holder.


 


(c)                                  Costs.  The Company shall pay all documentary,
stamp, transfer or other transactional taxes attributable to the issuance or
delivery of shares of Common Stock of the Company upon exercise of this
Warrant.  The Holder shall pay all
documentary, stamp, transfer or other transactional taxes attributable to any
transfer of this Warrant or of the Warrant Shares.


 


(d)                                 Reservation
of Shares.  The Company shall
reserve at all times so long as this Warrant remains outstanding, free from
preemptive rights, out of its treasury stock or its authorized but unissued
shares of Common Stock, or both, solely for the purpose of effecting the
exercise of this Warrant, sufficient shares of Common Stock to provide for the
exercise of this Warrant.


 


(e)                                  Exchange
Act.  The Company shall comply with
the reporting requirements of Sections 13 and 15(d) of the Exchange Act for so
long as and to the extent that such requirements apply to the Company.


 


(f)                                    Valid
Issuance.  All shares of Common
Stock which may be issued upon exercise of this Warrant will upon issuance by
the Company be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issuance thereof and the
Company shall take no action which will cause a contrary result (including,
without limitation, any action which would cause the Exercise Price to be less
than the par value of the Common Stock).


 


ARTICLE V


 


Terms Defined


 


As used in this Warrant,
unless the context otherwise requires, the following terms have the respective
meanings set forth below or in the Section indicated:


 


21

















 


Act
– the Securities Act of 1933, as amended, or any similar Federal statute, and
the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


Commission
– the Securities and Exchange Commission, or any other Federal agency then
administering the Act.


 


Common
Stock – the Company’s authorized Common Stock, par value $.01 per share,
as such class existed on the date hereof, and any other securities as to which
this Warrant becomes exercisable pursuant to Article IV, including stock
of the Company of any class thereafter authorized which ranks, or is entitled
to a participation, as to assets or dividends, substantially on a parity with
Common Stock.


 


Company
– AXS-One Inc., a Delaware corporation, and any other corporation assuming or
required to assume the obligations undertaken in connection with this Warrant.


 


Current Market
Price – the price per share of Common Stock on any date as
determined by the Company’s Board of Directors as provided below.  The Current Market Price shall be the
average of the daily closing prices per share of Common Stock for 30
consecutive business days ending no more then 15 business days before the day
in question (as adjusted for any stock dividend, split, combination or
reclassification that took effect during such 30 business-day period).  The closing price for each day shall be the
last reported sales price regular way or, in the case no such reported sales take
place on such day, the average of the last reported bid and asked prices
regular way, in either case on the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if not listed or
admitted to trading on any national securities exchange, the average of the
highest bid and the lowest asked prices quoted on the National Association of
Securities Dealers Automated Quotation System (NASDAQ), or if not so quoted, as
reported by the National Quotation Bureau, Inc.; provided, however,
that if the Common Stock is not traded in such manner that any of the
quotations referred to above are available for the period required hereunder,
Current Market Price per share of Common Stock shall be deemed to be the fair
value thereof as determined by the Board of Directors in good faith,
irrespective of any accounting treatment.


 


Exchange Act
– the Securities Exchange Act of 1934, as amended, or any similar Federal
statute, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 


Exercise Price
– as defined in the Preamble.


 


Exercise Date
– as defined in Section 1.1.


 


Expiration Date
– as defined in Section 1.1.


 


Holder
– as defined in the Preamble.


 


Outstanding
– when used with reference to Common Stock at any date, all issued shares of
Common Stock at such date, except shares then held in the treasury of the
Company.


 


22

















 


Person
– any individual, corporation, partnership, trust, unincorporated organization
and any government and any political subdivision, instrumentality or agency
thereof.


 


Warrant Office
– as defined in Section 2.1.


 


Warrant Shares
– the shares of Common Stock purchasable or purchased by the Holder upon the
exercise of this Warrant.


 


ARTICLE VI


 


Miscellaneous


 


6.1                                 Entire
Agreement.  This Warrant contains
the entire agreement between the Holder and the Company with respect to the
purchase of the Warrant Shares and the related transactions and supersedes all
prior arrangements or understandings with respect thereto.


 


6.2                                 Governing
Law.  This Warrant shall be governed
by and construed in accordance with the laws of the State of Delaware without
giving effect to the conflict of laws.


 


6.3                                 Waiver
and Amendment.  At any time, any
term or provision of this Warrant may be waived, amended or supplemented only
by a writing signed by the Holder and the Company.  A waiver by the Company or the Holder of a breach of any
provision of this Warrant shall not operate as or be construed to be a waiver
of any other breach of such provision or of any other provision of this
Warrant.  The failure of the Holder or
the Company to insist upon strict adherence to any term of this Agreement on
one or more occasions shall not be considered a waiver or deprive that party of
the right thereafter to insist on strict adherence to that term or any other
term of this Agreement.


 


6.4                                 Assignment
by the Company.  The Company may not
sell, assign, transfer or otherwise convey any of its rights or delegate any of
its duties under this Warrant except to a corporation succeeding to the Company
by merger, consolidation or acquisition of all or substantially all of the
Company’s business and/or assets, and this Warrant shall be binding on and
inure to the benefit of such successor.


 


6.5                                 Separability.  If any provision in this Warrant shall be
determined to be invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in any
other respect and of the remaining provisions of this Warrant in any respect
shall not be in any way impaired.


 


6.6                                 Notice.  Any notice or other communication required
or permitted to be given or delivered hereunder shall be in writing and; if to
the Holder, shall be delivered at, or sent by reputable “overnight” courier to,
such Holder at the last address shown on the books of the Company maintained at
the Warrant Office or at any more recent address of which any Holder shall have
notified the Company in writing; and if to the Company, shall be delivered at,
or sent by reputable “overnight” courier to, the General Counsel of the Company
at 301 Route 17 North, Rutherford, NJ 07070, or such other address within the
United States of America as shall have been furnished by the Company to the
Holder.  Any notice or other
communication hereunder shall be deemed given at the time of receipt thereof.


 


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6.7                                 Limitation
of Liability; Not Stockholders.  No
provisions of this Warrant shall be construed as conferring upon the Holder the
right to vote, consent, receive dividends, or receive notice other than as
herein expressly provided, in respect of meetings of stockholders for the
election of directors of the Company or any other matter whatsoever as a
stockholder of the Company.  No
provision hereof, in the absence of affirmative action taken by the Holder to
exercise this Warrant and thereby purchase shares of Common Stock, and no mere
enumeration herein of the rights or privileges of the Holder hereof, shall give
rise to any liability of the Holder for the purchase price of any Warrant
Shares or as a stockholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.


 


6.8                                 Loss,
Destruction, Etc. of Warrant.  Upon
receipt of evidence satisfactory to the Company of the loss, theft, mutilation
or destruction of this Warrant, and in the case of any loss, theft or
destruction, upon delivery of a bond indemnity in such form and amount as shall
be reasonably satisfactory to the Company, or in the event of such mutilation
upon surrender and cancellation of this Warrant, the Company will make and
deliver a new Warrant, of like tenor, in replacement of and substitution for
such lost, stolen, destroyed or mutilated Warrant (which shall thereupon become
null and void and of no further effect).


 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be signed by its duly authorized officer.


 


 


Dated:  September 30, 2003


 


	
   

  	
  AXS-ONE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ PAUL ABEL

  	
   

  
	
   

  	
  Name:  Paul Abel

  
	
   

  	
  Title:  Vice President, Secretary and General
  Counsel

  



 


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SCHEDULE A


 


SUBSCRIPTION
NOTICE


 


The undersigned, the
holder of the Warrant accompanying this Notice, hereby elects to exercise
purchase rights represented by said Warrant for, and to purchase thereunder,
                    shares
of the Common Stock covered by such Warrant and herewith makes payment in full
therefor pursuant to Section 1.1 of such Warrant, and requests (a) that
certificates for such aforesaid number of shares (or any other securities or
property issuable upon such exercise) be issued in the name of and delivered to
the undersigned at the following
address:                                                            and
(b) if such shares shall not include all of the shares issuable as provided in
such Warrant, that a new Warrant of like tenor and date for the balance of the
shares issuable thereunder be delivered to the undersigned.


 


	
   

  	
  [HAYDEN COMMUNICATIONS,
  INC.]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Dated:


 


25