Exhibit 10.2


 


	
  Void after April    , 2007

  	
   

  	
  Warrant No. [A- ]

  



 


 


THIS
SECURITY AND ANY SHARES ISSUED UPON THE EXERCISE OR CONVERSION OF THIS SECURITY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.


 


AXS-ONE INC.


 


CLASS [A] COMMON STOCK PURCHASE WARRANT


 


AXS-One Inc. (the “Company”), having its principal office as of
the date hereof at 301 Route 17 North, Rutherford, New Jersey 07070, hereby
certifies that, for value received,
                           ,
or registered assigns, is entitled, subject to the terms and conditions set
forth below, to purchase from the Company at any time on or from time to time
after
                     ,
2004 and before 5:00 P.M., New York City time, on
April    , 2007 (the “Expiration Date”),
                     
fully paid and non-assessable shares of Common Stock (as defined below), at the
initial Purchase Price per share (as defined below) of
$                 .  The number of such shares of Common Stock
and the Purchase Price per share are subject to adjustment as provided in
Section 5.


 


Background.                            The
Company agreed to issue warrants, including this Warrant, to purchase an
aggregate of 516,129 shares of Common Stock (subject to adjustment as provided
in Section 5) in connection with the Company’s private placement of
258.0645 units (“Units”), each Unit consisting of (i) 10,000 shares of
Common Stock, (ii) a Class A warrant to purchase 1,000 shares of Common Stock
at $3.98 per share, and (iii) a Class B warrant to purchase 1,000 shares of
Common Stock at $4.50 per share.


 


As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:


 


“Aggregate Purchase Price” has the
meaning set forth in Section 3.1.


 

















 


“AMEX” means the American Stock
Exchange, Inc.


 


“Blue Sky Laws” means any state
securities or “blue sky” laws.


 


“Board of Directors” means the board
of directors of the Company.


 


“Business Day” means any day other than Saturday, Sunday or
other day on which commercial banks in The City of New York are authorized or
required by law to remain closed.


 


“Company” includes the Company and any corporation which shall
succeed to or assume the obligations of the Company hereunder. The term
“corporation” shall include an association, joint stock company, business
trust, limited liability company or other similar organization.


 


“Common Stock” means the Company’s Common Stock, $.01 par value
per share, authorized as of the date hereof, and any stock of any class or
classes (however designated) hereafter authorized upon reclassification
thereof, which, if the Board of Directors declares any dividends or
distributions, has the right to participate in the distribution of earnings and
assets of the Company after the payment of dividends or other distributions on
any shares of capital stock of the Company entitled to a preference and in the
voting for the election of directors of the Company.


 


“Convertible Securities” means (i) options to purchase or rights
to subscribe for Common Stock, (ii) securities by their terms convertible into
or exchangeable for Common Stock or (iii) options to purchase or rights to
subscribe for such convertible or exchangeable securities.


 


“Exchange Act” means the Securities Exchange Act of 1934 as the
same shall be in effect at the time.


 


“Holder” means any record owner of Warrants or Underlying
Securities.


 


“Investor” has the meaning set forth in the Unit Subscription
Agreement.


 


“Investor Rights Agreement” has the meaning set forth in
Section 1.


 


“Market Price” means at any date (i) if the principal trading
market for such securities is AMEX or another exchange, the average of the
closing sale prices per share for the last ten previous trading days in which a
sale was reported, as officially reported on any consolidated tape, (ii) if the
principal market for such securities is the over-the-counter market, the
average of the closing sale prices per share on the last ten previous trading
days in which a sale was reported as set forth by Nasdaq or, (iii) if the
security is not listed on another exchange or Nasdaq, the average of the
closing sale prices per share on the last ten previous trading days in which a
sale was reported as set forth in the National Quotation Bureau sheet listing
such securities for such days. 
Notwithstanding the foregoing, if there is no reported closing sale
price, as the case may be, reported on any of the ten trading days preceding
the event requiring a


 


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determination of Market Price hereunder, then the Market Price shall be
the average of the high bid and asked prices for the last ten previous trading
days in which a sale was reported; and if there is no reported high bid and
asked prices, as the case may be, reported on any of the ten trading days
preceding the event requiring a determination of Market Price hereunder, then
the Market Price shall be determined in good faith by resolution of the Board
of Directors.


 


“Nasdaq” means the Nasdaq SmallCap Market or Nasdaq Stock
Market.




“Notice” has the meaning set forth in Section 21.


 


“Original Issue Date” means
April      , 2004.


 


“Other Securities” refers to any stock (other than Common Stock)
and other securities of the Company or any other Person (corporate or
otherwise) which the Holders of the Warrants at any time shall be entitled to
receive, or shall have received, upon the exercise of the Warrants, in lieu of
or in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 5 or 6.


 


“Person” means any individual, sole proprietorship, partnership,
corporation, limited liability company, business trust, unincorporated
association, joint stock corporation, trust, joint venture or other entity, any
university or similar institution, or any government or any agency or
instrumentality or political subdivision thereof.


 


“Purchase Price per share” means $     per
share, as may be adjusted from time to time in accordance with Section 5
or 6.


 


“registered” and “registration” refer to a registration
effected by filing a registration statement in compliance with the Securities
Act, to permit the disposition of Underlying Securities issued or issuable upon
the exercise of Warrants, and any post-effective amendments and supplements
filed or required to be filed to permit any such disposition.


 


“Securities Act” means the Securities Act of 1933 as the same
shall be in effect at the time.


 


“Underlying Securities” means any Common Stock or Other
Securities issued or issuable upon exercise of Warrants.


 


“Unit Subscription Agreement” means the Unit Subscription
Agreement, dated as of March 31, 2004, among the Company and the
Investors.


 


“Warrant” means, as applicable, (i) the Class [A] Warrants dated
as of the date hereof, originally issued by the Company pursuant to the Unit
Subscription Agreement, of which this Warrant is one, evidencing rights to
purchase up to an aggregate of 258,065 shares of Common Stock, and all Warrants
issued upon transfer, division or combination of, or in substitution for, any
thereof (all Warrants shall at all times be identical as to terms and
conditions


 


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and date, except as to the number of shares of Common Stock for which
they may be exercised) or (ii) each right as set forth in this Warrant to
purchase one share of Common Stock, as adjusted from time to time in accordance
with Section 5 or 6.


 


1.                                       Registration,
etc.  The Holder shall have the
rights to registration of Underlying Securities issuable upon exercise of the
Warrants that are set forth in the Investor Rights Agreement, dated the
Original Issue Date, among the Company and each of the Investors (the “Investor
Rights Agreement”).


 


2.                                       Sale
or Exercise Without Registration. 
If, at the time of any exercise, transfer or surrender for exchange of a
Warrant or of Underlying Securities previously issued upon the exercise of
Warrants, such Warrant or Underlying Securities shall not be registered under
the Securities Act, the Company may require, as a condition of allowing such
exercise, transfer or exchange, that the Holder or transferee of such Warrant
or Underlying Securities, as the case may be, furnish to the Company an opinion
of counsel, reasonably satisfactory to the Company, to the effect that such
exercise, transfer or exchange may be made without registration under the
Securities Act and without registration or qualification under any applicable
Blue Sky Laws, provided that nothing contained in this Section 2 shall
relieve (a) the Company from complying with any request for registration
pursuant to the Registration Rights Agreement or (b) the Holder from its
obligations under the Unit Subscription Agreement.


 


3.                                       Exercise
of Warrant.


 


3.1.                              Exercise in Full.  Subject to the provisions hereof, this
Warrant may be exercised in full by the Holder hereof by surrender of this
Warrant, with the form of subscription at the end hereof duly executed by such
Holder, to the Company at its the principal office of the Company set forth at
the head of this Warrant (or such other location as the Company from time to
time may advise the Holder in writing), accompanied by payment, in cash or by
certified or official bank check payable to the order of the Company, in the
amount obtained (the “Aggregate Purchase Price”) by multiplying (a) the
number of shares of Common Stock then 
issuable upon exercise of this Warrant by (b) the Purchase Price per
share on the date of such exercise.


 


3.2.                              Partial Exercise.  Subject to the provisions hereof, this
Warrant may be exercised in part by surrender of this Warrant in the manner and
at the place provided in Section 3.1 except that the amount payable by the
Holder upon any partial exercise shall be the amount obtained by multiplying
(a) the number of shares of Common Stock designated by the Holder in the
subscription at the end hereof by (b) the Purchase Price per share on the date
of such exercise.  Upon any such partial
exercise, the Company at its expense shall forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant or Warrants of like tenor, in
the name of the Holder hereof or as such Holder (upon payment by such Holder of
any applicable transfer taxes and subject to the provisions of Section 2)
may request, calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock equal to the number of such shares issuable
prior to such partial exercise of this Warrant minus the number of such shares
designated by the Holder in the subscription at the end hereof.


 


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3.3.                              Company to Reaffirm
Obligations.  The Company shall, at
the time of any exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing its continuing obligation to afford to such
Holder any rights (including, without limitation, any right to registration of
the Underlying Securities, if any) to which such Holder shall continue to be entitled
after such exercise in accordance with the provisions of this Warrant; provided,
however, that if the Holder of this Warrant shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford such Holder any such rights.


 


3.4.                              Certain Exercises.  If an exercise of this Warrant is to be made
in connection with a registered public offering or sale of the Company, such
exercise may, at the election of the Holder, be conditioned on the consummation
of the public offering or sale of the Company, in which case such exercise
shall not be deemed effective until the consummation of such transaction.


 


4.                                       Delivery
of Stock Certificates, etc., on Exercise. 
As soon as practicable after the exercise of this Warrant in full or in
part, and in any event within three Business Days thereafter, the Company at
its own expense (including the payment by it of any applicable issue taxes)
shall cause to be issued in the name of and delivered to the Holder hereof, or
as such Holder (upon payment by such Holder of any applicable transfer taxes
and subject to the provisions of Section 2) may direct, a certificate or
certificates for the number of fully paid and non-assessable shares of Common
Stock or other Securities to which such Holder shall be entitled upon such
exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then
current Market Price of one full share.


 


5.                                       Adjustment
for Dividends.


 


(a)                                  In
case at any time or from time to time after the Original Issue Date, the
Company shall at any time declare or pay a dividend upon its Common Stock
payable in shares of Common Stock, the Purchase Price per share in effect
immediately prior to such dividend shall be proportionately reduced.


 


(b)                                 If
the number of shares of Common Stock outstanding at any time after the Original
Issue Date is decreased by a combination or reverse stock split of the
outstanding shares of Common Stock, the Purchase Price per share shall be
increased in proportion to such decrease. 
If the number of shares of Common Stock outstanding at any time after
the Original Issue Date is increased by a forward stock split of the
outstanding shares of Common Stock or otherwise, the Purchase Price per share
shall be decreased in proportion to such increase.


 


(c)                                  Upon
each adjustment to the Purchase Price per share, the Holder of this Warrant
shall thereafter be entitled to purchase, at the Purchase Price per share
resulting from such adjustment, the number of shares of Common Stock obtained
by multiplying the Purchase Price per share in effect immediately prior to such
adjustment by the number of shares


 


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of Common Stock purchasable pursuant hereto immediately prior to such
adjustment, and dividing the product thereof by the Purchase Price per share
resulting from such adjustment.


 


6.                                       Reorganization,
Consolidation, Merger, etc.  In case
the Company after the Original Issue Date shall (a) effect a reorganization,
(b) consolidate with or merge into any other Person, or (c) transfer all or
substantially all of its properties or assets to any other Person under any
plan or arrangement contemplating the dissolution of the Company, then, in each
such case, the Holder of this Warrant, upon the exercise hereof as provided in
Section 3 at any time after the consummation of such reorganization,
consolidation or merger or the effective date of such dissolution, as the case
may be, shall be entitled to receive (and the Company or its successors or
assigns shall be entitled to deliver), in lieu of the Underlying Securities
issuable upon such exercise prior to such consummation or such effective date,
the stock and other securities and property (including cash) to which such
Holder would have been entitled upon such consummation or in connection with
such dissolution, as the case may be, if such Holder had so exercised this
Warrant immediately prior thereto.  Upon
receipt of such stock and other securities and property (including cash), if
any, the rights of the Holder under this Warrant shall terminate and cease and
this Warrant shall expire and be of no force and effect.  In any such case, the Company (or its successors
or assigns) shall be entitled to make appropriate adjustments in the
application of the provisions of this Warrant with respect to the rights and
interests of the Holder after such reorganization, merger, consolidation or
dissolution.  The Company shall not
effect any such reorganization, consolidation, merger or dissolution, unless
prior to or simultaneously with the consummation thereof, the successor
corporation resulting from such consolidation or merger or the corporation
purchasing such assets shall confirm or assume, by written instrument, the
obligation to deliver to each Holder the shares of stock, cash, other
securities or assets to which, in accordance with the foregoing provisions,
each Holder may be entitled to and all other obligations of the Company under
this Warrant.


 


7.                                       Further
Assurances; Reports.  The Company
shall take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable shares of
Underlying Securities upon the exercise of all Warrants from time to time
outstanding.  For so long as the Holder
holds this Warrant, the Company shall deliver to the Holder contemporaneously
with delivery to the holders of Common Stock, a copy of each report of the
Company delivered to such holders.


 


8.                                       Certificate
as to Adjustments.  In each case of
any adjustment or readjustment in the Underlying Securities, the Company shall,
at its expense, promptly cause its Chief Financial Officer to compute such
adjustment or readjustment in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based, and
the number of shares of Common Stock or Other Securities outstanding or deemed
to be outstanding.  The Company shall
forthwith mail a copy of each such certificate to the Holder.


 


9.                                       Notices
of Record Date, etc.  In the event
of


 


(a)                                  any taking by the
Company of a record of its stockholders for the purpose of determining the
stockholders thereof who are entitled to receive any


 


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dividend or other distribution, or any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any other securities
or property, or to receive any other right, or for the purpose of determining
stockholders who are entitled to vote in connection with any proposed capital
reorganization of the Company, any reclassification or recapitalization of the
capital stock of the Company or any transfer of all or substantially all the
assets of the Company to or consolidation or merger of the Company with or into
any other Person, or


 


(b)                                 any voluntary or
involuntary dissolution, liquidation or winding-up of the Company,


 


then and in each such event the Company shall mail or cause to be
mailed to each Holder of a Warrant a notice specifying (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution
or right, and stating the amount and character of such dividend, distribution
or right and (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up is to take place, and the time, if any, as of which the Holders of
record of Underlying Securities shall be entitled to exchange their shares of
Underlying Securities for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up.  Such notice shall be mailed at least 20 days prior to the date
therein specified.


 


10.                                 Reservation
of Stock, etc., Issuable on Exercise of Warrants.  The Company shall at all times reserve and keep available, solely
for issuance and delivery upon the exercise of the Warrants, all shares of
Common Stock (or Other Securities) from time to time issuable upon the exercise
of the Warrants.


 


11.                                 Listing
on Securities Exchanges; Registration; Issuance of Certain Securities. In
furtherance and not in limitation of any other provision of this Warrant, if
the Company at any time shall list any Common Stock (or Other Securities) on
any national securities exchange or Nasdaq, the Company shall, at its expense,
simultaneously list the Underlying Securities from time to time issuable upon
the exercise of the Warrants on such exchange or Nasdaq, upon official notice
of issuance.


 


12.                                 Exchange
of Warrants.  Subject to the
provisions of Section 2, upon surrender for exchange of this Warrant,
properly endorsed, to the Company, as soon as practicable (and in any event
within three Business Days) the Company at its own expense shall issue and
deliver to or upon the order of the Holder thereof a new Warrant or Warrants of
like tenor, in the name of such Holder or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct, calling in the aggregate
on the face or faces thereof for the number of shares of Common Stock called
for on the face of this Warrant so surrendered.


 


13.                                 Replacement
of Warrants.  Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and, in the case of any such loss, theft or
destruction, upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the Company or, in the case of any such


 


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mutilation, upon surrender and cancellation of this Warrant, the
Company at its expense shall execute and deliver, in lieu thereof, a new
Warrant of like tenor.


 


14.                                 Warrant
Agent.  The Company may, by written
notice to each Holder of a Warrant, appoint an agent having an office in New
York, New York, for the purpose of issuing Common Stock (or Other Securities)
upon the exercise of the Warrants pursuant to Section 3, exchanging
Warrants pursuant to Section 12, and replacing Warrants pursuant to
Section 13, or any of the foregoing, and thereafter any such issuance,
exchange or replacement, as the case may be, shall be made at such office by
such agent.


 


15.                                 Remedies.  The Company stipulates that the remedies at
law of the Holder of this Warrant in the event of any default or threatened
default by the Company in the performance of or compliance with any of the
terms of this Warrant may not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction that may be sought against a violation of
any of the terms hereof or otherwise.


 


16.                                 No
Rights as Stockholder.  This Warrant
does not entitle the Holder hereof to any voting rights or other rights as a
stockholder of the Company prior to the exercise hereof.


 


17.                                 Negotiability,
etc.  Subject to Section 2,
this Warrant is issued upon the following terms, to all of which each Holder or
owner hereof by the taking hereof consents and agrees that:


 


(a)                                  subject to the
provisions of this Warrant and the Unit Subscription Agreement, title to this
Warrant may be transferred by endorsement (by the Holder hereof executing the
form of assignment at the end hereof); and


 


(b)                                 until this Warrant is
transferred on the books of the Company, the Company may treat the registered
Holder hereof as the absolute owner hereof for all purposes, notwithstanding
any notice to the contrary.


 


18.                                 Entire
Agreement; Successors and Assigns. 
This Warrant, the Unit Subscription Agreement and the Investor Rights
Agreement constitute the entire contract between the parties relative to the
subject matter hereof.  This Warrant,
the Unit Subscription Agreement and the Investor Rights Agreement supersede any
previous agreement among the parties with respect to the subject matter
hereof.  The terms and conditions of
this Warrant shall inure to the benefit of and be binding upon the respective
permitted executors, administrators, heirs, successors and assigns of the
parties.  Nothing in this Warrant,
expressed or implied, is intended to confer upon any party, other than the
Holder and the Company, any rights, remedies, obligations or liabilities under
or by reason of this Warrant.


 


19.                                 Governing
Law; Jurisdiction.  This Warrant
shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflicts of law.  Each of the Holder and the Company hereby
irrevocably consents and submits


 


8

















 


to the jurisdiction of any New York State or United States Federal
Court sitting in the State of New York, County of New York, over any action or
proceeding arising out of or relating to this Warrant and irrevocably consents
to the service of any and all process in any such action or proceeding in the
manner for the giving of notices at its address specified in Section 21.  Each of the Holder and the Company further
waives any objection to venue in the State of New York, County of New York and
any objection to an action or proceeding in such state and county on the basis
of forum
non conveniens.  Each of the
Holder and the Company also waives any right to trial by jury.


 


20.                                 Headings.  The headings of the sections of this Warrant
are for convenience and shall not by themselves determine the interpretation of
this Warrant.


 


21.                                 Notices.  Any notice or other communication required
or permitted to be given hereunder (each a “Notice”) shall be given in
writing and shall be made by personal delivery or sent by courier or certified
or registered first-class mail (postage pre-paid), addressed to a party at its
address shown below or at such other address as such party may designate by
three days’ advance Notice to the other party.


 


Any Notice to the Holder shall be sent to the address for such Holder
set forth on books and records of the Company.


 


Any Notice to the Company shall be sent to:


 


AXS-One Inc.


301 Route 17 North


Rutherford, New Jersey 07070


Attention:  General Counsel


 


Each Notice shall be deemed given and effective upon receipt (or
refusal of receipt).


 


22.                                 Severability.  Whenever possible, each provision of this
Warrant shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be deemed
prohibited or invalid under such applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, and such prohibition
or invalidity shall not invalidate the remainder of such provision or any other
provision of this Warrant.


 


23.                                 Amendments
and Waivers.  Any provision of this
Warrant may be amended and the observance of any provision of this Warrant may
be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the Holders of a majority of the Warrants then outstanding.  Any amendment or waiver effected in
accordance with this Section 23 shall be binding upon each Holder of a
Warrant.


 


24.                                 Construction.  Words (including capitalized terms defined
herein) in the singular shall be held to include the plural and vice versa as
the context requires.  The words


 


9

















 


“herein”, “hereinafter”, “hereunder” and words of
similar import used in this Warrant shall, unless otherwise stated, refer to
this Warrant as a whole and not to any particular provision of this
Warrant.  All references to “$” in this
Warrant and the other agreements contemplated hereby shall refer to United
States dollars (unless otherwise specified expressly).  Any reference to any gender includes the
other genders.


 


25.                                 Assignability.  Subject to Section 2, this Warrant is
fully assignable at any time.


 


 


	
  Dated: April     , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
  AXS-ONE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
  Attest:

  	
   

  	
   

  
						



 


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FORM OF SUBSCRIPTION


 


(To be signed only upon exercise of Warrant)


 


To:  AXS-ONE INC.


 


 


The undersigned, the Holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase
thereunder,      *       shares
of Common Stock of AXS-One Inc., and herewith makes payment of
$                
and requests that the certificates for such shares be issued in the name of,
and delivered to,                                      ,
whose address is
                                         .


 


The undersigned represents that the undersigned is acquiring such
securities for its own account for investment and not with a view to or for
sale in connection with any distribution thereof (except for any resale
pursuant to, and in accordance with a valid registration statement effective
under the Securities Act of 1933).


	
  Dated:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature must conform in all respects to the name

  of the Holder as specified on the face of the Warrant)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  
				



 


 












*                               Insert here the number
of shares called for on the face of the Warrant (or, in the case of a partial
exercise, the portion thereof as to which the Warrant is being exercised).


 


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FORM OF ASSIGNMENT


 


(To be signed by the Holder only upon
transfer of Warrant)


 


For value received, the undersigned hereby sells, assigns and transfers
unto
                                                  
the right represented by the within Warrant to purchase
                      
shares of Common Stock of AXS-One Inc. to which the within Warrant relates, and
hereby does irrevocably constitute and appoint
                                                      
Attorney to transfer such right on the books of AXS-One Inc. with full power of
substitution in the premises.  The
Warrant being transferred hereby is one of the Class [A] Warrants issued by
AXS-One Inc. as of April    , 2004 to purchase an aggregate
of 258,065 shares of Common Stock.


 


 


	
  Dated:_______________

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature must conform in all respects to name of

  Holder as specified on the face of the Warrant)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  
	
   

  
	
   

  	
   

  
	
  Signature guaranteed by a bank

  
	
  or trust company having its

  
	
  principal office in New York City

  
	
  or by a Member Firm of the New

  
	
  York Stock Exchange

  
	
  or American Stock Exchange

  
					



 


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