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EXHIBIT10.2

AXS-ONE INC.RESTRICTED STOCK AGREEMENT2005STOCK INCENTIVE PLAN

This Agreement (this‘‘Agreement’’) is made as of         (the ‘‘Date ofGrant’’), by and between AXS-One Inc., a Delawarecorporation (the ‘‘Company’’),and              (the‘‘Grantee’’).

1.    Grant of Restricted Stock.    Subject toand upon the terms, conditions, and restrictions set forth in thisAgreement and in the AXS-One Inc. 2005 Stock Incentive Plan (the‘‘Plan’’), the Company herebygrants to the Grantee [ # ] shares of Common Stockof the Company. These shares are referred to in this Agreement as‘‘Restricted Shares’’ during theapplicable Restriction Period (as defined in paragraph 4(c) hereof).Acceptance of the Restricted Shares shall be deemed to be agreement bythe Grantee to the terms and conditions set forth in this Agreement andthe Plan. Certificates representing the Restricted Shares may not besold or otherwise transferred and must be held by the Grantee until theend of the applicable Restriction Period. Until such terms andconditions have lapsed with respect to any Restricted Shares, thecertificate for such shares will, at the Company’s option,remain in the physical possession of the Company or bear a legend tothe effect that they were issued or transferred subject to, and may besold or otherwise disposed of only in accordance with, the terms ofthis Agreement and the Plan.

2.    StockholderStatus.    Effective upon the Date of Grant, the Grantee willbe a holder of record of the Restricted Shares and will have all rightsof a stockholder with respect to such shares (including the right tovote such shares at any meeting of stockholders of the Company and theright to receive all dividends paid with respect to such shares),subject only to the terms and conditions imposed by this Agreement andthe Plan.

3.    Effect of Changes inCapitalization.    The number of Restricted Shares is subjectto adjustment as provided in Section 4.2 of the Plan. Any additional ordifferent shares or securities issued as the result of such anadjustment will be held or delivered in accordance with this Agreementand will be deemed to be included within the term‘‘Restricted Shares’’.

4.    Lapse of Restrictions.

(a)    Therestrictions set forth in paragraph 5 below will lapse to the extent of[X%] of the Restricted Shares on each of the first[INSERT NUMBER] anniversaries of the Date of Grant.

(b)    Notwithstanding paragraph 4(a), the restrictions set forthin paragraph 5 below will lapse on all Restricted Shares at the closeof business on the date on which a Change in Control of the Company (asdefined in Section 11.2 of the Plan) shall occur.

(c)    Assoon as practicable after the restrictions with respect to anyinstallment of Restricted Shares lapse at the end of the periodapplicable to such installment set forth in paragraphs 4(a) and 4(b)above (the ‘‘RestrictionPeriod’’), the Company will deliver to the Grantee,or the Grantee's legal representative in case of theGrantee's death, promptly after surrender of the Grantee'scertificate(s) for the Restricted Shares to the Treasurer of theCompany, the certificate or certificates for such shares free of anylegend or further restrictions together with, if applicable, a newcertificate representing any remaining Restricted Shares. It shall be acondition to the obligation of the Company to issue or transfer sharesof Common Stock upon the lapse of restrictions that the Grantee (or anyperson entitled to act under this paragraph 4(c)) pay to the Company,upon its demand, such amount as may be requested by the Company for thepurpose of satisfying its liability to withhold federal, state or localincome or other taxes by reason of such issuance or transfer. If theamount requested is not paid, the Company may refuse to issue ortransfer shares of Common Stock.

5.    Restrictions.    During the RestrictionPeriod, neither the Restricted Shares nor any right or privilegepertaining thereto may be sold, transferred, assigned, pledged,hypothecated or otherwise disposed of or encumbered in any way, byoperation of law or otherwise, and shall not be subject to execution,attachment or similar process. Upon any attempt to transfer, assign,pledge, hypothecate or 

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otherwise dispose of or encumber theRestricted Shares or any right or privilege pertaining thereto,otherwise than by will or by the laws of descent and distribution, orupon the levy of any execution, attachment or similar processthereupon, the Restricted Shares and all rights and privileges givenhereby shall immediately terminate and the Restricted Shares shall beforfeited to the Company pursuant to paragraph 6 hereof.

6.    Forfeiture.

(a)    All theGrantee's rights to, and interest in, the Restricted Shares shallterminate and be forfeited to the Company without payment ofconsideration if either (i) the Termination of Employment orTermination of Consultancy of the Grantee with the Company or anyAffiliate occurs for any reason; provided, however,that the Grantee's employment will not be deemed to haveterminated for this purpose while the Grantee is on a leave of absencewhich has been approved by the Company or while the Grantee is servingas a consultant to the Company or any Affiliate thereof under apost-employment consulting arrangement, or (ii) any action prohibitedby paragraph 5 hereof is taken. For purposes of this Agreement, atransfer of employment from the Company to an Affiliate or from anAffiliate to the Company or between Affiliates shall not be deemed atermination of employment.

(b)    If Restricted Shares areforfeited for any of the reasons stated in paragraph 6(a) hereof, suchforfeiture shall be effective upon the occurrence of the event givingrise to the forfeiture. The Grantee agrees to repay to the Company alldividends, if any, paid after such event with respect to the RestrictedShares which have been forfeited.

(c)    If at any time theGrantee forfeits any Restricted Shares pursuant to this Agreement, theGrantee agrees to return the certificate or certificates for suchRestricted Shares to the Company duly endorsed in blank or accompaniedby a stock power duly executed in blank.

(d)    Determinationas to whether an event has occurred resulting in the forfeiture of, orlapse of restrictions on, Restricted Shares, in accordance with thisAgreement, shall be made by the Committee, and all determinations ofthe Committee shall be final and conclusive.

7.    Company Right to Terminate Employment and OtherRemedies.    Nothing provided herein shall be construed toaffect in any way the right or power of the Company, subject to theprovisions of any other written agreement between the Grantee and theCompany relating to the subject matter, to terminate the Grantee'semployment as an employee of or a consultant to the Company at any timefor any reason with or without Cause, nor to preclude the Company fromtaking any action or enforcing any remedy available to it with respectto any action or conduct on the Grantee's part.

8.    Additional Documents.

(a)    Itis the intention of the Company that this award of Restricted Sharesshall meet the requirements of, and result in the application of, therules prescribed by Section 83 of the Code, as in effect at the datehereof, and applicable regulations thereunder. Accordingly, each andevery provision shall be construed and interpreted in such manner as toconform with such intention and the Company reserves the right toexecute and to require the Grantee to execute any further agreements orother instruments, which may be effective as of the date of the awardof the Restricted Shares covered by this Agreement, including, butwithout limitation, any instrument modifying or correcting anyprovision hereof, or any action taken hereunder or contemporaneouslyherewith, and to take any other action, which may be effective as ofthe date of the award of the Restricted Shares covered by thisAgreement, that, in the opinion of counsel for the Company, may benecessary or desirable to carry out such intention.

(b)    Ifthe Grantee fails, refuses or neglects to execute and deliver anyinstrument or document or to take any action requested by the Companyto be executed or taken by the Grantee pursuant to the provisions ofparagraph 8(a) above for a period of 30 days after the date of suchrequest, the Company may require the Grantee, within ten 10 days afterdelivery to the Grantee of a written demand by the Company, to forfeitall Restricted Shares then held by the Grantee.

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9.    Amendments.    Anyamendment to the Plan will be deemed to be an amendment to thisAgreement to the extent that the amendment is applicable hereto;provided, however, that no amendment will impair therights of the Grantee under this Agreement without the Grantee'sconsent.

10.    Severability.    In theevent that one or more of the provisions of this Agreement isinvalidated for any reason by a court of competent jurisdiction, anyprovision so invalidated will be deemed to be separable from the otherprovisions hereof, and the remaining provisions hereof will continue tobe valid and fully enforceable.

11.    Relation toPlan.    This Agreement is subject to the terms and conditionsof the Plan. In the event of any inconsistency between the provisionsof this Agreement and the Plan, the Plan as interpreted and construedby the Committee will govern. Capitalized terms used herein withoutdefinition will have the meaning assigned to them in the Plan andcontrol. The Committee acting pursuant to the Plan, as constituted fromtime to time, will, except as expressly provided otherwise herein, havethe right to determine any questions which arise in connection withthis Agreement and the Restricted Shares.

12.    Successors and Assigns.    Withoutlimiting Section 4 hereof, the provisions of this Agreement will inureto the benefit of, and be binding upon, the successors, administrators,heirs, legal representatives and permitted assigns of the Grantee, andthe successors and assigns of the Company.

13.    Governing Law.    The interpretation,performance and enforcement of this Agreement will be governed by thelaws of the State of Delaware, without giving effect to the principlesof conflict of laws thereof. Each party to this Agreement herebyconsents and submits himself, herself or itself to the jurisdiction ofthe courts of the State of Delaware for the purposes of any legalaction or proceeding arising out of this Agreement.

14.    Notices.    Any notice to the Companyprovided for herein will be in writing to the Company and any notice tothe Grantee will be addressed to the Grantee at his or her address onfile with the Company. Except as otherwise provided herein, any writtennotice will be deemed to be duly given if and when delivered personallyor sent by courier service, registered mail or electronic means ofcommunication, and addressed as aforesaid. Any party may change theaddress to which notices are to be given hereunder by notice to theother party as herein specified (provided that for this purpose anymailed notice will be deemed given on the third business day followingdeposit of the same in the mail).

[Signature pagefollows.]

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IN WITNESS WHEREOF, the Company has causedthis Agreement to be executed on its behalf by its duly authorizedofficer and Grantee has also executed this Agreement in duplicate, asof the day and year first above written.

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|   |  | AXS-ONE INC. |
|   |  | By:          |  |   |
|   |  | Name:        |  |   |
|   |  | Title:       |  |   |
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Theundersigned Grantee hereby acknowledges receipt of an executed originalof this Restricted Stock Agreement and accepts the Restricted Sharesgranted hereunder, subject to the terms and conditions of the Plan andthe terms and conditions set forth herein.

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