AXS-ONE
INC.

RESALE RESTRICTION AGREEMENT

This RESALE
RESTRICTION AGREEMENT (the
"Agreement") dated as of October 26,
2005 is made by and between AXS-One Inc., a Delaware corporation (the
"Company"), and the option holder
set forth on the signature page hereto (the
"Holder") with respect to certain
stock option award agreements (the "Option
Agreements") entered into under any of the Plans (as
defined below).

WHEREAS, the Holder has been granted one or more
options, with an exercise price of $2.10 or more per share as of
October 26, 2005 (the "Options"), to
acquire shares of common stock of the Company, par value $0.01 per
share (the "Common Stock"), pursuant
to one or more of (i) the AXS-One, Inc. 2005 Stock Incentive Plan (the
"2005 Plan"), (ii) the AXS-One, Inc.
1998 Stock Option Plan (the "1998
Plan") or (iii) the AXS-One, Inc. 1995 Stock Option
Plan (the "1995 Plan" and together
with the 1998 Plan and the 2005 Plan, the
"Plans").

WHEREAS, the
Options are fully vested and exercisable by reason of an action of the
Company's Board of Directors effective October 26, 2005; and

WHEREAS, the Company wishes to impose certain resale restrictions
(the "Resale Restrictions") on the
shares of Common Stock issued or issuable upon exercise of the Options
(the "Option Shares") on the terms
and conditions more fully set forth herein.

NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:

1.    For each of the Plans under which the Holder has been
granted Options, Exhibit A sets forth the date of such
grant(s) (each, a "Grant"), the
exercise price and the date or dates of termination of the Resale
Restrictions with respect to the Option Shares for each applicable
Grant (which shall correspond to the prior vesting dates and share
amounts). With respect to any Option Shares, the restriction period
(the "Restriction Period") shall be
a period beginning on the date of this Agreement and ending on the date
listed on Exhibit A under the heading
"Restriction Termination Date" with respect
to such Option Shares.

2.    The Holder irrevocably agrees
that the Holder will not, directly or indirectly, whether for such
Holder or on behalf of any entity such Holder controls or is affiliated
with:

(a)    offer for sale, sell, pledge,
assign, hypothecate or otherwise create any interest in or dispose of
(or enter into any transaction or device that is designed to, or could
reasonably be expected to, result in any of the foregoing) any Option
Shares during the Restriction Period applicable to such Option Shares,
or

(b)    enter into any swap or other
derivatives transaction that transfers to another, in whole or in part,
any of the economic benefits or risks of ownership of such Option
Shares during the Restriction Period applicable to such Option Shares,
including, but not limited to, short sales, puts, calls or other
hedging transactions, including private hedging transactions,

whether any such transaction described in clause (a) or (b)
above is to be settled by delivery of Common Stock or other securities,
in cash or otherwise, during the Restriction Period with respect to the
applicable Option Shares.

3.    The Company and its transfer
agent are authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Agreement.
Any attempted transfer by the Holder in breach of this Agreement shall
be null and void. Any Option Shares subject to a Restriction Period may
be retained in the physical custody of the Company or may contain a
restrictive legend, stop transfer order or other applicable
restriction, at the Company's sole discretion.

4.    Notwithstanding the foregoing, (a) at such time as the
Holder's employment or service with the Company is terminated for
any reason or (b) immediately prior to a Change in Control (as defined
in the applicable Plan) of the Company, 100% of the Option
Shares shall become free from the Resale Restrictions.








5.    The Holder hereby warrants and
represents as follows:

(i)    The Holder is
familiar with the terms of this Agreement and the Holder has had the
opportunity to discuss in detail the terms of this Agreement with the
executive officers of the Company; and

(ii)    The Holder has the full authority and
capacity to enter into and carry out all the terms of this Agreement,
and the Holder is not subject to or bound by any agreement or
instrument, or the order of any court or other governmental authority
which in any way restricts the Holder's authority or capacity to
enter into and carry out all the terms of this Agreement.

6.    This Agreement, the applicable Option Agreements and the
applicable Plans constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety
all prior understandings and agreements of the Company and the Holder
with respect to the subject matter hereof, and this Agreement may not
be modified except by means of a writing signed by the Company and the
Holder. The Resale Restrictions pursuant to this Agreement shall not be
deemed to supersede, but shall be in addition to, any restrictions on
resale of Option Shares pursuant to an applicable Option Agreement or
Plan. This Agreement is to be construed in accordance with and governed
by the internal laws of the State of Delaware without giving effect to
any choice of law rule that would cause the application of the laws of
any jurisdiction other than the internal laws of the State of Delaware
to the rights and duties of the parties. Nothing in this Agreement
(except as expressly provided herein) is intended to confer any rights
or remedies on any persons other than the parties. Should any provision
of this Agreement be determined to be illegal or unenforceable, such
provision shall be enforced to the fullest extent allowed by law and
the other provisions shall nevertheless remain effective and shall
remain enforceable.

7.    This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all
of which, together, shall constitute one and the same instrument. A
copy of any signature page hereto executed and delivered by facsimile
or other means of electronic image transmission shall have the same
force and effect as an original thereof.

[Signature page follows.]








IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed and delivered as of the date first
set forth above.





											
	Company:		AXS-ONE INC.		 
	 		 		 
	 		By:                                                           


Name:

Title:		 
	 		 		 
	Holder:		 		 
	 		                                                                


[Holder Signature]		 
	 		 		 
	 		                                                                


[Print Holder Name]		 
	













Exhibit A to

Stock Restriction
Agreement





																			
	Option
Plan		Option
 Grant
 Date		Exercise

Price		Number of
 Option Shares		Restriction

Termination Date
	1995 Plan		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		$	        	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 
	1998
Plan		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	        	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 
	2005
Plan