EX-10.10






Exhibit 10.10




SECOND AMENDMENT TO SERIES C 6% SECURED CONVERTIBLE

PROMISSORY NOTE DUE MAY 29, 2009




     This Second Amendment, dated October 30, 2008, (the “Second Amendment”) amends certain
provisions of the Series C 6% Secured Convertible Promissory Note in the original principal amount
of $                    , issued by AXS-One Inc., a Delaware corporation (the “Company”) (No.
PN-2007-C-[___]), due May 29, 2009 and dated as of November 13, 2007 (as amended pursuant to the
Prior Amendment (as defined below), the “Note”), and is by and between the Company and
                     (“Holder”). Terms not otherwise defined herein which are defined in the
Note shall have the same respective meanings herein as therein.



     WHEREAS, the Note was previously amended pursuant to an Amendment to Series C 6% Secured
Convertible Promissory Note due May 29, 2009, dated July 24, 2008, by and between the Company and
the Holder (the “Prior Amendment”);



     WHEREAS, on the date hereof, the Company issued in favor of certain purchasers (the
“Purchasers”) promissory notes, in the aggregate principal amount of One Million and One
Hundred Thousand Dollars ($1,100,000) (collectively the “October 2008 Notes”), and such
October 2008 Notes were issued pursuant to the terms of a Convertible Note and Warrant Purchase
Agreement dated as of the date hereof, between the Company and such Purchasers; and



     WHEREAS, the Company and Holder have agreed to modify certain terms and conditions of the Note
as specifically set forth in this Amendment.



     NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:



     1. Amendment to the Note.



     The following Section 6(h) is added to Section 6 of the Note immediately following Section
6(g) thereof:




     “(h) The occurrence of any Event of Default under the October 2008 Notes (as Event of
Default is defined in such October 2008 Notes). “October 2008 Notes” shall mean those
Series E 6% Secured Convertible Promissory Notes issued and sold by the Company pursuant to
that certain Convertible Note and Warrant Purchase Agreement by and among the Company and
those purchasers as listed therein, dated on or around October 30, 2008.”



     2. Ratification, Etc. Except as expressly amended hereby, all terms and conditions of
the Note, as amended, are hereby ratified and confirmed in all respects and shall continue in full
force and effect. The obligations under the Note shall be deemed to be continuously outstanding
and shall not be deemed to have been repaid and readvanced
or refinanced hereunder or hereby. The Note, Prior Amendment and this Second Amendment shall
be read and construed as a single agreement. All references to the













 







Note shall hereafter refer to
such Note, as amended pursuant to the Prior Amendment and hereby.



     3. No Novation. THE COMPANY AND HOLDER HAVE ENTERED INTO THIS SECOND AMENDMENT SOLELY
TO AMEND CERTAIN OF THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS SECOND AMENDMENT NOR THE
TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS SECOND AMENDMENT AND THE TRANSACTION CONTEMPLATED
HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN
CONNECTION WITH THE NOTE.



     4. No Waiver. Nothing contained herein shall constitute a waiver of, impair or
otherwise affect, any obligation of the Company under any Note or any rights of any Holder
consequent thereon.



     5. Counterparts. This Second Amendment may be executed in one or more counterparts,
each of which shall be deemed an original but which together shall constitute one and the same
instrument. In the event that any signature is delivered by facsimile or other means of electronic
image transmission, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such
signature page were an original thereof.



     6. Governing Law. This Second Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York (without reference to conflict of laws).



[Signature page follows.]




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     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as a document under
seal as of the date first above written.



	 	 	 	 	 
	 	Company:


AXS-ONE INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	[HOLDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Second Amendment to Series C 6% Secured

Convertible

Promissory Note due May 29, 2009.]





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