EX-10.11







	 	 	 	 	 



Exhibit 10.11




SECOND AMENDMENT TO SERIES B 6% SECURED CONVERTIBLE 

PROMISSORY NOTE DUE MAY 29, 2009





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



     WHEREAS, on the date hereof, the Company issued in favor of certain purchasers (the
“Purchasers”) promissory notes, in the aggregate principal amount of                      Dollars
($                    )(collectively the “July 2008 Notes”), and such July 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(f) is added to Section 6 of the
Note following Section 6(e) thereof:



     “(f) The occurrence of any Event of Default under the July 2008 Notes (as Event of Default is
defined in such July 2008 Notes). “July 2008 Notes” shall mean those Series D 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 July 24, 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 First 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 First 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 NOTE NOR THE TRANSACTIONS
CONTEMPLATED HEREBY TO BE, AND THIS NOTE 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.



     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:  	 	 



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