Exhibit 1.1

                                                               EXECUTION VERSION

                               AMENDMENT NO. 10 TO
                           LOAN AND SECURITY AGREEMENT

            AMENDMENT NO. 10, dated as of June 29, 2001, to the LOAN AND
SECURITY AGREEMENT, dated as of March 31, 1998, (the "LOAN AND SECURITY
AGREEMENT"), between FOOTHILL CAPITAL CORPORATION, a California corporation,
with a place of business located at 2450 Colorado Avenue, Suite 3000W, Santa
Monica, California 90404 ("FOOTHILL"), and AXS-ONE INC. (formerly known as
COMPUTRON SOFTWARE, INC.), a Delaware corporation, with its chief executive
offices located at 301 Route 17 North, Rutherford, New Jersey 07070 (the
"BORROWER").

                                    PREAMBLE

            The Borrower has requested Foothill to amend the Loan and Security
Agreement to (i) increase the amount of the Term Loan and (ii) revise the
financial covenants. Accordingly, the Borrower and Foothill hereby agree as
follows:

            1. DEFINITIONS. All terms used herein which are defined in the Loan
and Security Agreement and not otherwise defined herein are used herein as
defined therein.

            2. TERM LOAN. Section 2.3 of the Loan and Security Agreement is
hereby amended in its entirety to read as follows:

                  "2.3 TERM LOAN. (a) On the Closing Date, Foothill made a term
            loan (the "Initial A Term Loan") to the Borrower in the original
            principal amount of $5,000,000. On December 22, 1999, Foothill made
            available a second term loan (the "Additional A Term Loan" and
            together with the Initial A Term Loan, the "A Term Loan") to the
            Borrower in the original principal amount of $1,300,000. The
            outstanding principal amount of the A Term Loan on June 28, 2001 is
            $1,672,222. On December 22, 1999, Foothill made available a new term
            loan (the "Initial B Term Loan") to the Borrower in the original
            principal amount of $750,000. On March 16, 2001, Foothill made
            available an additional term loan (the "Additional B Term Loan" and
            together with the Initial B Term Loan, the "B Term Loan"; the B Term
            Loan together with the A Term Loan each a "Term Loan" and
            collectively, the "Term Loans") to the Borrower in the original
            principal amount of up to $2,000,000. $1,875,000 is outstanding on
            the B Term Loan on June 28, 2001.

                  (b) On or after June 29, 2001 but before December 31, 2001,
            Foothill will make available an Additional B Term Loan in the
            original principal amount of up to $500,000, provided that the
            financial covenants in Section 7.20 have been met and there is no
            Event of Default.

                  (c) Each B Term Loan shall be made upon the Borrower's request
            (pursuant to the terms of SECTION 2.9), at any time on or after June
            29, 2001 but before December 31, 2001. The Additional B Term Loan
            will be made in not more than two borrowings. Each request for a
            borrowing under the Additional B Term

<Page>

            Loan must specify (i) the amount of the requested Additional B Term
            Loan, which must be in a minimum amount of $250,000 and (ii) the
            requested funding date of the Term Loan.

                  (d) The aggregate outstanding principal amount of the Term
            Loans shall be repaid in monthly installments of $150,000 over the
            remaining term of the Loan and Security Agreement. Each such
            installment shall be due and payable on the first day of each month
            commencing on July 1, 2001 and continuing on the first day of each
            succeeding month until and including the date on which the aggregate
            unpaid balance of the Term Loans are paid in full. The installments
            shall be applied first to the full repayment of the aggregate unpaid
            principal balance of the A Term Loan and then to the full repayment
            of the aggregate unpaid principal balance of the B Term Loan. The
            outstanding principal balance and all accrued and unpaid interest
            under the Term Loans shall be due and payable upon the termination
            of this Agreement, whether by its terms on March 31, 2004, by
            prepayment, by acceleration, or otherwise. Except upon the
            termination of this Agreement and as provided in paragraph (e)
            below, the unpaid principal balance of the Term Loans may not be
            prepaid in whole or in part. All amounts outstanding under the Term
            Loans shall constitute Obligations.

                  (e) Notwithstanding anything herein to the contrary, if the
            aggregate outstanding principal amount of the Term Loans exceeds the
            lesser of (i) (A) from and after June 29, 2001 until and including
            December 31, 2001, an amount equal to 45% of Eligible Recurring
            Maintenance Revenues at such time, (B) from and after January 1,
            2002 until and including December 31, 2002, an amount equal to 40%
            of Eligible Recurring Maintenance Revenue at such time, and (C) from
            and after January 1, 2003 until and including March 31, 2004, an
            amount equal to 25% of Eligible Recurring Maintenance Revenue at
            such time and (ii) $4,500,000, then the Borrower shall prepay the
            principal amount of the Term Loans in an amount sufficient to cause
            the aggregate principal amount of the Term Loans to be less than or
            equal to the relevant amounts set forth in clauses (i) and (ii)
            above. All such prepaid amounts shall be applied to the installments
            due on the Term Loan in the inverse order of their maturity;
            PROVIDED that (A) all such prepaid amounts shall be applied pro rata
            to the A Term Loan and to the B Term Loan and (B) if the aggregate
            principal amount of the Term Loan outstanding prior to giving effect
            to such prepayment is less than $4,500,000 then such prepaid amounts
            shall be applied to the installments due on the Term Loan in the
            order of their maturity."

            3. FEE. Section 2.11 of the Loan and Security Agreement is hereby
amended by adding the following new paragraphs (h) and (i):

                  "(h) ADDITIONAL B TERM LOAN DRAWING FEE. On each drawing date
            on or after June 29, 2001, of the Additional B Term Loan, a fee in
            an amount equal to 2% of the amount drawn on such drawing date shall
            be charged to the Borrower.


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<Page>

                  (i) AMENDMENT FEE. An amendment fee in an amount equal to
            $10,000 shall be charged to the Borrower upon execution of Amendment
            No. 10 to this Agreement."

            4. FINANCIAL COVENANTS. Section 7.20 of the Loan and Security
Agreement is hereby amended to read in its entirety as follows:

                  "(a) EBITDA. Failure to maintain EBITDA of at least the
            following amounts, measured on a cumulative basis for the period
            from July 1, 2001 to each month end set forth below:

<Table>
<Caption>
                             MONTH END            EBITDA
                             ---------            ------
                             <S>                <C>
                               6/30/01           No Covenant
                               7/31/01           ($352,937)
                               8/31/01           ($614,776)
                               9/30/01            $501,143
                              10/31/01            $362,766
                              11/30/01            $215,481
                              12/31/01          $1,329,041
</Table>

            provided that, thereafter, upon receipt of the financial projections
            required to be delivered to Foothill pursuant to Section 6.3 (fourth
            paragraph) hereof for each fiscal year, the Borrower and Foothill
            shall negotiate in good faith to determine the minimum EBITDA as of
            the end of each month covered by such financial projections and, in
            the event that the Borrower and Foothill are unable to agree upon
            the amounts of such EBITDA, the cumulative EBITDA at the end of each
            month of the fiscal year covered by such financial projections for
            the rolling three-month period ending on the applicable month shall
            be equal to or greater than $950,000.

            (b) MINIMUM REVENUE. Failure to maintain minimum revenue of at least
            the following amounts, measured on a cumulative basis for the period
            from the beginning of the relevant calendar quarter to each month
            end set forth below:

<Table>
<Caption>
                             MONTH END          MINIMUM REVENUE
                             ---------          ---------------
                             <S>                   <C>
                               6/30/01             No Covenant
                               7/31/01             $2,512,565
                               8/31/01             $5,075,345
                               9/30/01             $9,173,137
                              10/31/01             $2,680,620
                              11/30/01             $5,354,786
                              12/31/01             $9,507,524
</Table>


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<Page>

            provided that, thereafter, upon receipt of the financial projections
            required to be delivered to Foothill pursuant to Section 6.3 (fourth
            paragraph) hereof for each fiscal year, the Borrower and Foothill
            shall negotiate in good faith to determine the minimum revenue as of
            the end of each month covered by such financial projections and, in
            the event that the Borrower and Foothill are unable to agree upon
            the amounts of such minimum revenue, the cumulative minimum revenue
            at the end of each month of the fiscal year covered by such
            financial projections for the rolling three-month period ending on
            the applicable month shall be equal to or greater than the
            applicable amount set forth below:

<Table>
<Caption>
                             MONTH END           MINIMUM REVENUE
                             ---------           ---------------
                             <S>                   <C>
                               1/31/02             $10,458,275
                               2/28/02             $10,458,275
                               3/31/02             $10,458,275
                               4/30/02             $11,504,102
                               5/31/02             $11,504,102
                               6/30/02             $11,504,102
                               7/31/02             $12,654,512
                               8/31/02             $12,654,512
                               9/30/02             $12,654,512
                              10/31/02             $13,919,964
                              11/30/02             $13,919,964
                              12/31/02             $13,919,964
</Table>

            (c) The covenants set forth in Sections 7.20 (a) and (b) shall be
            measured monthly not later than thirty (30) days after the last day
            of the applicable month."

            5. CONDITIONS PRECEDENT. This Amendment shall become effective (and
the covenants set forth in Section 4 above will be applicable as of the date of
this Amendment) only upon satisfaction in full of the following conditions
precedent (the date upon which all such conditions have been satisfied being
herein called the "Effective Date"):

                  (a) The representations and warranties contained in this
Amendment and in Section 5 of the Loan and Security Agreement and each other
Loan Document, after giving effect to this Amendment, shall be correct on and as
of the Effective Date as though made on and as of such date (except where such
representations and warranties relate to an earlier date in which case such
representations and warranties shall be true and correct as of such earlier
date); no Default or Event of Default shall have occurred and be continuing on
the Effective Date or result from this Amendment becoming effective in
accordance with its terms;

                  (b) Foothill shall have received a counterpart of this
Amendment, duly executed by the Borrower; and

                  (c) All legal matters incident to this Amendment shall be
satisfactory to Foothill and its counsel.


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<Page>

            6. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents
and warrants to Foothill as follows:

                  (a) The Borrower (i) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and (ii)
has all requisite corporate power, authority and legal right to execute, deliver
and perform this Amendment, and to perform the Loan and Security Agreement, as
amended hereby.

                  (b) The execution, delivery and performance of this Amendment
by the Borrower, and the performance by the Borrower of the Loan and Security
Agreement, as amended hereby (i) have been duly authorized by all necessary
corporate action, (ii) do not and will not contravene its charter or by-laws or
any applicable law, and (iii) except as provided in the Loan Documents, do not
and will not result in the creation of any Lien upon or with respect to any of
its respective properties.

                  (c) This Amendment and the Loan and Security Agreement, as
amended hereby, constitute the legal, valid and binding obligations of the
Borrower, enforceable against the Borrower in accordance with its terms, except
as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors' rights generally.

                  (d) No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority is required in connection
with the due execution, delivery and performance by the Borrower of this
Amendment and the performance by the Borrower of the Loan and Security Agreement
as amended hereby.

                  (e) The representations and warranties contained in Section 5
of the Loan and Security Agreement and each other Loan Document, after giving
effect to this Amendment, are correct on and as of the Effective Date as though
made on and as of the Effective Date (except to the extent such representations
and warranties expressly relate to an earlier date in which case such
representations and warranties shall be true and correct as of such earlier
date), and no Default or Event of Default has occurred and is continuing on and
as of the Effective Date or will result from this Amendment becoming effective
in accordance with its terms.

               7. CONTINUED EFFECTIVENESS OF THE LOAN AND SECURITY AGREEMENT AND
LOAN DOCUMENTS. The Borrower hereby (i) confirms and agrees that each Loan
Document to which it is a party is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects except that on and
after the Effective Date of this Amendment all references in any such Loan
Document to "the Loan and Security Agreement", the "Agreement", "thereto",
"thereof", "thereunder" or words of like import referring to the Loan and
Security Agreement shall mean the Loan and Security Agreement as amended by this
Amendment; and (ii) confirms and agrees that to the extent that any such Loan
Document purports to assign or pledge to Foothill, or to grant a security
interest in or Lien on, any collateral as security for the obligations of the
Borrower from time to time existing in respect of the Loan and Security
Agreement and the Loan Documents, such pledge, assignment and/or grant of the
security interest or Lien is hereby ratified and confirmed in all respects.


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<Page>

            8. MISCELLANEOUS.

                  (a) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

                  (b) Section and paragraph headings herein are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

                  (c) This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

                  (d) The Borrower will pay on demand all reasonable fees, costs
and expenses of Foothill in connection with the preparation, execution and
delivery of this Amendment including, without limitation, reasonable fees,
disbursements and other charges of Schulte Roth & Zabel LLP, counsel to
Foothill.

                                    AXS-ONE INC.,
                                    a Delaware corporation

                                    By:      /s/ Michael R. Jorgensen
                                       ---------------------------------------
                                          Name:  Michael R. Jorgensen
                                          Title: Chief Administrative Officer,
                                                 EVP


                                    FOOTHILL CAPITAL CORPORATION,
                                    a California corporation

                                    By:      /s/ David J. Sanchez, Sr.
                                       ---------------------------------------
                                          Name:  David J. Sanchez, Sr.
                                          Title: Vice President


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