Exhibit
10.1

AGREEMENT AND GENERAL RELEASE

This Agreement and
General Release ("Agreement"), is hereby
executed by and between Richard Dym
("Employee" or
"you"), and AXS-One Inc. (the
"Company") on behalf of its past, present and
future parent entities, subsidiaries, divisions, affiliates and related
business entities, successors and assigns, assets, employee benefit
plans or funds, and any of its or their respective past, present and/or
future directors, officers, fiduciaries, agents, trustees,
administrators, employees and assigns, whether acting as agents for the
Company or in their individual capacities (collectively the
"Company Entities"), and sets forth the
parties' agreement regarding Employee's termination of
employment.

1.    The Company and Employee agree that
Employee's last day of employment with the company will be June
30, 2005 (the termination date). Employee's coverage under the
various employee benefit plans maintained by the Company shall
terminate effective as of the termination date.

2.    Following the Effective Date of this Agreement (as defined
in paragraph 18 below), and in exchange for your waiver of claims
against the Company Entities and compliance with other terms and
conditions of this Agreement, the Company agrees to pay you severance
of $75,000 (equal to 4 months). This payment will be made to you as a
salary continuation, paid on the Company's normal pay dates,
beginning on the pay date which is no sooner than fourteen days after
the Effective Date of this agreement. The Company will also extend the
vesting of your options through December 31, 2005. As you had
previously waived medical and dental coverage offered by AXS-One, there
are no benefits available to you under COBRA.

3.    You agree
and acknowledge that the payments and benefits provided for by the
above paragraphs exceed any payment, benefit or other thing of value to
which you might otherwise be entitled under any policy, plan or
procedure of The Company or pursuant to any prior agreement or contract
with the Company, including but not limited to, your offer letter.

4.    You agree and acknowledge that the payment(s) and other
benefits provided pursuant to this Agreement are in full discharge of
any and all liabilities and obligations of the Company to you,
monetarily or with respect to employee benefits or otherwise, including
but not limited to any and all obligations arising under any alleged
written or oral employment agreement (including, but not limited to,
your offer letter), policy, plan or procedure of the Company and/or any
alleged understanding or arrangement between you and the Company.

5.    (a) In consideration for the payment and benefits to be
provided you pursuant to paragraph "2" above,
you, for yourself and for your heirs, executors, administrators,
trustees, legal representatives and assigns (hereinafter referred to
collectively as "Releasors"), forever release
and discharge the Company Entities from any and all claims, demands,
causes of action, fees and liabilities of any kind whatsoever, whether
known or unknown, which you ever had, now have, or may have against any
of the Company Entities by reason of any act, omission, transaction,
practice, plan, policy, procedure, conduct, occurrence, or other matter
up to and including the date on which you sign this Agreement.

(b) Without limiting the generality of the foregoing, this Agreement
is intended to and shall release the Company Entities from any and all
claims, whether known or unknown, which Releasors ever had, now have,
or may have against the Company Entities arising out of your
employment, and/or the termination of that employment, including, but
not limited to: (i) any claim under the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, the Employee Retirement Income
Security Act of 1974 (excluding claims for accrued, vested benefits
under any employee benefit or pension plan of the Company Entities in
accordance with the terms and conditions of such plan and applicable
law), and the Family and Medical Leave Act; (ii) any claim under the
New Jersey Law Against Discrimination, the New Jersey Equal Pay Act,
the New Jersey Family Leave Act, and the New Jersey Conscientious
Eligible Employee Protection 









Act; (iii) any other claim (whether based on
federal, state, or local law, statutory or decisional) relating to or
arising out of your employment, the terms and conditions of such
employment, the termination of such employment, and/or any of the
events relating directly or indirectly to or surrounding the
termination of that employment, including but not limited to breach of
contract (express or implied), wrongful discharge, detrimental
reliance, defamation, emotional distress, retaliation, discrimination
or harassment under any applicable law, or compensatory or punitive
damages; and (iv) any claim for attorneys' fees, costs,
disbursements and/or the like. Nothing in this Agreement shall be a
waiver of claims that may arise after the date on which you sign this
Agreement.

(c) You acknowledge and agree that by virtue of the
foregoing, you have waived any relief available to you (including
without limitation, monetary damages, equitable relief and
reinstatement) under any of the claims and/or causes of action waived
in this paragraph "4".

6.    The
terms and conditions of this Agreement are and shall be deemed to be
confidential, and shall not be disclosed by you to any person or entity
without the prior written consent of the Company, except if required by
law, and to your accountants, attorneys and/or immediate family
members, provided that, to the maximum extent permitted by applicable
law, rule, code or regulation, they agree to maintain the
confidentiality of the Agreement. You further represent that you have
not disclosed the terms and conditions of the Agreement to anyone other
than your attorneys, accountants and/or immediate family members.

7.    You acknowledge that during the course of your employment
with the Company and/or any of the Company Entities, you have had
access to information relating to the Company and/or the Company
Entities and their respective business that is not generally known by
persons not employed by the Company and/or the Company Entities and
that could not easily be determined or learned by someone outside of
the Company and/or the Company Entities ("Confidential
Information"). You agree not to disclose or use such
Confidential Information at any time in the future. You also hereby
acknowledge and reaffirm your continuing obligations under any
agreements you previously made with the Company and/or the Company
Entities regarding confidential information of the Company Entities,
including but not limited to the Non-Disclosure Agreement you signed on
July 31, 2005.

8.    You represent that you have returned (or
will return) to the Company all property belonging to the Company
and/or the Company Entities, including but not limited to laptop, cell
phone, keys, card access to the building and office floors, Employee
Handbook, phone card, rolodex (if provided by the Company and/or the
Company Entities), computer user name and password, disks and/or
voicemail code. You further acknowledge and agree that the Company
shall have no obligation to make the payment(s) and provide the
benefits referred to in paragraph "2" above
unless and until you have satisfied all your obligations pursuant to
this paragraph.

9.    If any provision of this Agreement is
held to be illegal, void or unenforceable, such provision shall have no
effect; however, the remaining provisions shall be enforced to the
maximum extent possible. If a court should determine that any portion
of this Agreement is overbroad or unreasonable, such provision shall be
given effect to the maximum extent possible by narrowing or enforcing
in part that aspect of the provision found overbroad or unreasonable.
Additionally, you agree that if you breach the terms of paragraphs 4,
5, 6, and/or 7, it shall constitute a material breach of this Agreement
as to which the Company Entities may seek all relief available under
the law.

10.    This Agreement is not intended, and shall not
be construed, as an admission that any of the Company Entities has or
have violated any federal, state or local law (statutory or
decisional), ordinance or regulation, breached any contract or
committed any wrong whatsoever against you.

11.    This
Agreement is binding upon, and shall inure to the benefit of, the
parties and their respective heirs, executors, administrators,
successors and assigns.

12.    This Agreement shall be
construed and enforced in accordance with the laws of the State of New
Jersey without regard to the principles of conflicts of law.

13.    You understand that this Agreement constitutes the complete
understanding between the Company and you, and, with the exception of
the agreements referred to in paragraph "7"
above 









which are incorporated by reference into this
Agreement, supersedes any and all agreements, understandings, and
discussions, whether written or oral between you and any of the Company
Entities. No other promises or agreements shall be binding unless in
writing and signed by both the Company and you after the Release
Effective Date.

14.    Obligation to Comply. Employee
acknowledges that the Company's obligations to provide the
payments and benefits and to comply with any other obligations set
forth herein ceases immediately upon Employee's breach of any of
his or her obligations hereunder.

15.    Exception For
Challenge Under the Older Workers Benefit Protection Act: The
provisions of paragraph 5 are not intended to, and shall not affect
Employee's right to file a lawsuit, complaint or charge that
challenges the validity of this Agreement under the Older Workers
Benefit Protection Act, 29 U.S.C. § 626(f), with respect to claims
under the Age Discrimination in Employment Act
("ADEA"). Furthermore, in the event of such a
proceeding, the provisions of paragraph 14 pertaining to
Company's right to cease making payments pursuant to this
Agreement, Employee's obligation to repay monies paid pursuant to
this Agreement, and the recovery of attorneys' fees, shall not
apply. This paragraph is not intended to and shall not limit the right
of a court to determine, in its discretion, that Company is entitled to
restitution, recoupment or setoff of any monies paid should the release
of ADEA claims in this Agreement be found to be invalid. Neither does
this paragraph affect Company's right to recover attorneys'
fees or costs to the extent authorized under federal law. The
provisions of paragraph 5 shall apply with full force and effect with
respect to any other legal proceeding.

16.    Nondisparagement. Employee represents that he has
not and agrees that he will not in any way disparage the Company and
its employees, or make or solicit any comments, statements, or the like
to the media or to others that may be considered to be derogatory or
detrimental to the good name or business reputation of the Company and
its employees.

17.    You acknowledge that you: (a) have
carefully read this Agreement in its entirety; (b) have had an
opportunity to consider fully for at least forty-five (45) days; (c)
have been, and are hereby, advised by the Company in writing to consult
with an attorney of your choosing in connection with this Agreement;
(d) fully understand the significance of all of the terms and
conditions of this Agreement and have discussed them with your
independent legal counsel, or have had a reasonable opportunity to do
so; (e)  have had answered to your satisfaction any questions you
have asked with regard to the meaning and significance of any of the
provisions of this Agreement; and (f) are signing this Agreement
voluntarily and of your own free will and agree to all the terms and
conditions contained herein.

18.    You understand that you
will have at least forty-five (45) days (the
"Consideration Period") from the date of
receipt of this Agreement to consider the terms and conditions of this
Agreement. You may accept this Agreement by signing it and returning it
to Elizabeth Mack, Human Resources, AXS-One Inc., 301 Route 17 North,
Rutherford, NJ 07070. After executing this Agreement, you shall have
seven  (7)  days (the "Revocation
Period") to revoke this Agreement by indicating your
desire to do so in writing delivered to Elizabeth Mack at the address
above (or by fax at 201-935-5431) by no later than 5:00  p.m. on
the seventh (7th) day after the date you sign this Agreement. The
effective date of this Agreement shall be the eighth (8th) day after
you sign the Agreement (the "Effective
Date"). If the last day of the Consideration or Revocation
Period falls on a Saturday, Sunday or holiday, the last day of the
Consideration or Revocation Period, as applicable, will be deemed to be
the next business day. In the event you do not accept this Agreement as
set forth above, or in the event you revoke this Agreement during the
Revocation Period, this Agreement, including but not limited to the
obligation of the Company to provide the payment(s) and other benefits
referred to in paragraph "2" above, shall be
deemed automatically null and void.











							
	Print
Name: Richard
Dym                                                        		Date: 7-19-05                                    
	  Richard Dym	
	Signature: /s/ Richard
Dym                                                            	
	  Richard
Dym	
	




Sworn to before me this


                day of
                                                                       ,
2005


                                                                                                            



  Notary Public

For THE
COMPANY

By: /s/ Michelle
Lutkowski