EX-10.8






Exhibit 10.8




THIRD AMENDMENT TO SERIES A 6% SECURED CONVERTIBLE

PROMISSORY NOTE DUE MAY 29, 2009




     This Third Amendment, dated October 30, 2008, (the “Third Amendment”) amends certain
provisions of the Series A 6% Secured Convertible Promissory Note in the original principal amount
of $                    , issued by AXS-One Inc., a Delaware corporation (the “Company”) (No.
PN-2007-A-[___]), due May 29, 2009 and dated as of May 29, 2007 (as amended pursuant to the Prior
Amendments (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 A 6% Secured
Convertible Promissory Note due May 29, 2009, dated November 16, 2007 and a Second Amendment to
Series A 6% Secured Convertible Promissory Note due May 29, 2009, dated July 24, 2008, in each
case, by and between the Company and the Holder (together, the “Prior Amendments”);



     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(g) is added to Section 6 of the Note following Section 6(f) thereof:




     “(g) 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, the Prior Amendments and this Third



 









 







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 Amendments and hereby.



     3. No Novation. THE COMPANY AND HOLDER HAVE ENTERED INTO THIS THIRD AMENDMENT SOLELY
TO AMEND CERTAIN OF THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS THIRD AMENDMENT NOR THE
TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS THIRD 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; Facsimile Execution. This Third 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 Third 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 Third 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 Third Amendment to Series A 6% Secured

Convertible

Promissory Note due May 29, 2009.]





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