THIS SECURITY AGREEMENT AND THE RIGHTS
		PROVIDED HEREIN ARE SUBJECT IN ALL RESPECTS TO THE TERMS OF A SUBORDINATION
		AGREEMENT OF EVEN DATE HEREWITH BETWEEN THE AGENT OF THE SECURED PARTIES AND
		SILICON VALLEY BANK.
	 

	 
		SECURITY AGREEMENT
	 

	 
		This SECURITY AGREEMENT is made as of May 29, 2007 between BlueLine Capital
		Partners, LP, a Delaware limited partnership with an office located at 4115
		Blackhawk Plaza Circle, Suite 100, Danville, CA 94596, as agent (hereinafter,
		in such capacity, the “Agent”) for
		itself and the other lenders listed on the signature page hereto (hereinafter,
		collectively, the “Secured
		Parties”) and AXS-One Inc., a
		Delaware corporation with its chief executive office located at 301 Route 17
		North, Rutherford, NJ 07070, Attention: President (the “Debtor”).
	 

	 
		W I T N E S S E T H:
	 

	 
		WHEREAS, on the date hereof, the Debtor has issued in favor of
		each of the Secured Parties, Series A Convertible Promissory Notes and Series B
		Convertible Promissory Notes (each a “Note” and
		collectively the “Notes”), in
		the aggregate principal amount of Five Million Dollars ($5,000,000); such Notes
		have been issued pursuant to the terms of a Convertible Note and Warrant
		Purchase Agreement (the “Purchase
		Agreement”) of even date herewith
		between the Debtor and the Secured Parties; and
	 

	 
		WHEREAS, it is a condition precedent to the Secured
		Parties’ making any loans under Purchase Agreement and the
		Notes or otherwise extending credit to the Debtor that the
		Debtor execute and deliver to the Secured Parties this Security
		Agreement;
	 

	 
		NOW, THEREFORE, in consideration of the premises and to induce the
		Secured Parties to extend the loans to the Debtor pursuant to the Notes, the
		Debtor hereby agrees with the Secured Parties as follows:
	 

	 
		1.
		Defined
		Terms.
	 

	 
		(a) Unless otherwise defined herein, (i)
		terms, which are defined in the Notes and used herein, shall have the meanings
		ascribed to such terms in the Notes, and (ii) terms, which are defined in the
		Purchase Agreement and used herein, shall have the meanings ascribed to such
		terms in the Purchase Agreement.
	 

	 
		(b) The following terms which are defined in
		Article 9 are used herein as so defined: Accessions, Accounts, Chattel Paper,
		Commercial Tort Claims, Deposit Accounts, Documents, Equipment, General
		Intangibles, Goods, Instruments, Inventory, Investment Property, Letters of
		Credit, Letter-of-Credit Rights, Payment Intangibles, Proceeds, Promissory
		Notes, Software and Supporting Obligations.
	 

	 
		 
	 

	 
		 
	 

	 
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		(c) The following terms shall have the
		following meanings:
	 

	 
		“Article 9” means Article 9 of the Code as in effect from
		time to time. 
	 

	 
		“Code”
		means the Uniform Commercial Code as from time to time in effect in the State
		of New York, including, specifically, Article 9.
	 

	 
		“Collateral” shall have the meaning assigned to it in Section
		2 of this Security Agreement.
	 

	 
		“Contracts” means the separate contracts between the Debtor
		and third parties (including without limitation its customers), as the same may
		from time to time be amended, supplemented or otherwise modified, including,
		without limitation, (a) all rights of the Debtor to receive moneys due and to
		become due to it thereunder or in connection therewith, (b) all rights of the
		Debtor to damages arising out of, or for, breach or default in respect thereof
		and (c) all rights of the Debtor to perform and to exercise all remedies
		thereunder; but excluding any contracts, the assignment or hypothecation of
		which, for collateral purposes, would result in a default or require, or cause,
		a forfeiture or permit a revocation of material rights under such
		contract.
	 

	 
		“Copyrights” means (a) all copyrights of the United States or
		any other country, (b) all copyright registrations filed in the United States
		or in any other country, and (c) all Proceeds thereof.
	 

	 
		“Copyright License” means any Contract providing for the grant by
		Debtor of any right to use any Copyright.
	 

	 
		“Customer Contracts” means Contracts between the Debtor and its
		customers.
	 

	 
		“Encumbrance” or “Encumbrances” means any security interest, mortgage, pledge,
		lien, claim, charge, encumbrance, title retention agreement, lessor’s
		interest under a financing lease or any analogous arrangements in any of
		properties or assets of Debtor, intended as, or having the effect of,
		security.
	 

	 
		“Event of Default” as defined in each Note.
	 

	 
		“Governmental Authority” means any Federal, state, local or foreign court,
		commission or tribunal, or governmental, administrative or regulatory agency,
		department, authority, instrumentality or other body.
	 

	 
		“Material Adverse Effect” means a material adverse effect on the condition
		(financial or otherwise), assets, liabilities, business, results of operations
		or prospects of the Debtor and its subsidiaries, taken as a whole.
	 

	 
		“Obligations” means all principal, interest, fees, charges,
		collateral protection expenses, enforcement costs and other sums (in each case
		whether pre-or-post petition) due or to 
	 

	 
		 
	 

	 
		 
	 

	 
		2
	 

	 
		 
	 



	 
	 

	 

	 
		become due and payable by Debtor to any of
		the Secured Parties under the Notes, this Agreement, the Warrants or the
		Purchase Agreement. 
	 

	 
		“Patents” means (a) all patents of the United States and
		all reissues and extensions thereof, (b) all applications for patents of the
		United States and all divisions, continuations and continuations-in-part
		thereof or any other country, and (c) all Proceeds thereof.
	 

	 
		“Patent License” means any Contract providing for the grant by
		Debtor of any right to manufacture, use or sell any invention covered by a
		Patent.
	 

	 
		“Permitted Encumbrances” means any of the following Encumbrances that
		exist or that the Debtor may create or incur or suffer to be created or
		incurred or to exist : (i) liens to secure taxes, assessments and other
		government charges in respect of obligations not overdue or liens on properties
		to secure claims for labor, material or supplies in respect of obligations not
		overdue; (ii)  deposits or pledges made in connection with, or to
		secure payment of, workmen’s compensation, unemployment insurance, old age
		pensions or other social security obligations; (iii)  liens of
		carriers, warehousemen, mechanics and materialmen, and other like liens on
		properties in existence less than 180 days from the date of creation thereof in
		respect of obligations not overdue; (iv) encumbrances on real estate
		consisting of easements, rights of way, zoning restrictions, restrictions on
		the use of real property and defects and irregularities in the title thereto,
		landlord’s or lessor’s liens under leases to which the Debtor is a
		party, and other minor liens or encumbrances none of which in the opinion of
		the Debtor interferes materially with the use of the property affected in the
		ordinary conduct of business of the Debtor, which defects do not individually
		or in the aggregate have a Material Adverse Effect; (v)  purchase
		money security interests in or purchase money mortgages on real or personal
		property to secure purchase money indebtedness, incurred in connection with the
		acquisition of such property, which security interests or mortgages cover only
		the real or personal property so acquired; (vi) security interests in the sale
		and lease back of real and personal property, the aggregate value of which does
		not exceed $500,000 during the term of the Note; or (vii) the security
		interests of Silicon Valley Bank as set forth in the Subordination Agreements
		of even date herewith between Silicon Valley Bank and the Secured
		Parties.
	 

	 
		“Person”
		means an individual, partnership, corporation, limited liability company,
		business trust, joint stock company, trust, unincorporated association, joint
		venture or other entity of whatever nature, whether public or private.
	 

	 
		“Requirement of Law” means any requirement of law, rule, regulation or
		guideline of any Governmental Authority.
	 

	 
		“Security Agreement” means this Security Agreement, as amended,
		supplemented, restated or otherwise modified from time to time.
	 

	 
		“Software License” means any agreement, written or oral, providing
		for the grant by Debtor of any right to use any Software.
	 

	 
		 
	 

	 
		 
	 

	 
		3
	 

	 
		 
	 



	 
	 

	 

	 
		“Source
		Code” means all source code and all updates, releases
		and/or new versions of the Software.
	 

	 
		“Trademarks” means (a) all trademarks, trade names, corporate
		names, company names, business names, fictitious business names, trade styles,
		service marks, logos and other source or business identifiers and the goodwill
		associated therewith, now existing or hereafter adopted or acquired, all
		registrations and recordings thereof, and all applications in connection
		therewith, whether registered in the United States Patent and Trademark Office
		or in any similar office or agency of the United States, any State thereof or
		any other country or any political subdivision thereof or otherwise, (b) all
		renewals thereof, and (c) all Proceeds thereof, including the goodwill of the
		business connected with the use of and symbolized by the Trademarks.
	 

	 
		“Trademark License” means any Contract providing for the grant by
		Debtor of any right to use any Trademark.
	 

	 
		2.
		Grant of Security
		Interest. 
	 

	 
		(a) As collateral security for the prompt
		and complete payment and performance when due of the Obligations, the Debtor
		hereby grants to the Agent, for the benefit of each of the Secured Parties, a
		security interest in all properties, assets and rights of the Debtor now owned
		or at any time hereafter acquired by the Debtor or in which the Debtor now has
		or at any time in the future may acquire any right, title or interest, wherever
		located or situated and however defined or classified under Article 9,
		including, without limitation, all of the property described in clause (b)
		below (collectively, the “Collateral”).
	 

	 
		(b) Without limitation of the foregoing, the
		Collateral includes all of Debtor’s right, title and interest in the
		following at all times:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  all Accounts;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  all Chattel Paper;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  all Commercial Tort Claims;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  all Contracts; 
				

			 

 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  all Copyrights;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (vi)
				

			 	
				
				  all Copyright Licenses;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (vii)
				

			 	
				
				  all Deposit Accounts;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (viii)
				

			 	
				
				  all Documents;
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  (ix)
				

			 	
				
				  all Equipment;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (x)
				

			 	
				
				  all General Intangibles;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xi)
				

			 	
				
				  all Goods;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xii)
				

			 	
				
				  all Instruments;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xiii)
				

			 	
				
				  all Inventory;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xiv)
				

			 	
				
				  all Investment Property;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xv)
				

			 	
				
				  all Letter-of-Credit Rights;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xvi)
				

			 	
				
				  all Letters of Credit;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xvii)
				

			 	
				
				  all Patents;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xviii)
				

			 	
				
				  all Patent Licenses;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xix)
				

			 	
				
				  all Payment Intangibles;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xx)
				

			 	
				
				  all Promissory Notes;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xxi)
				

			 	
				
				  all Software (including, without
				  limitation, any Source Code thereto, all Software Licenses and any Patents or
				  Copyrights associated therewith);
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xxii)
				

			 	
				
				  all Supporting Obligations;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xxiii)
				

			 	
				
				  all Trademarks;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xxiv)
				

			 	
				
				  all Trademark Licenses;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (xxv)
				

			 	
				
				  all Proceeds, all Accessions and
				  additions thereto and all substitutions and replacements therefor and products
				  of any and all of the foregoing. 
				

			 

 

	 
		 
	 

	 
		3.
		Rights of Agent; Limitations on
		Agent’s Obligations.
	 

	 
		(a) Debtor Remains Liable under Accounts and
		Contracts. Anything herein to the
		contrary notwithstanding, the Debtor shall remain liable under each of the
		Accounts and Contracts to observe and perform all the conditions and
		obligations to be observed and performed by it thereunder, all in accordance
		with the terms of any agreement giving rise to each such Account and in
		accordance with and pursuant to the terms and provisions of 
	 

	 
		 
	 

	 
		 
	 

	 
		5
	 

	 
		 
	 



	 
	 

	 

	 
		each such Contract. The Agent shall not
		shall have any obligation or liability under any Account (or any agreement
		giving rise thereto) or under any Contract by reason of or arising out of this
		Security Agreement or the receipt by the Agent of any payment relating to such
		Account or Contract pursuant hereto, nor shall the Agent be obligated in any
		manner to perform any of the obligations of the Debtor under or pursuant to any
		Account (or any agreement giving rise thereto) or under or pursuant to any
		Contract, to make any payment, to make any inquiry as to the nature or the
		sufficiency of any payment received by it or as to the sufficiency of any
		performance by any party under any Account (or any agreement giving rise
		thereto) or under any Contract, to present or file any claim, to take any
		action to enforce any performance or to collect the payment of any amounts
		which may have been assigned to it or to which it may be entitled at any time
		or times.
	 

	 
		(b) Notice to Account Debtors and Contracting
		Parties. At any time after the
		occurrence of an Event of Default, upon the request of the Agent acting upon
		the written instruction of the Required Secured Parties, the Debtor shall
		notify account debtors on the Accounts and parties to the Contracts that the
		Accounts and the Contracts have been assigned to the Agent for the benefit of
		the Secured Parties, and that payments in respect thereof shall be made
		directly to the Agent. Upon the occurrence of an Event of Default, the Agent,
		may in its own name or in the name of others communicate with account debtors
		on the Accounts and parties to the Contracts to verify with them to the
		Agent’s reasonable satisfaction the existence, amount and terms of any
		Accounts or Contracts and to give notice to them of the Agent’s Lien
		against any Accounts or Contracts.
	 

	 
		4. Representations and Warranties. The Debtor
		hereby represents and warrants to the Secured Parties that (a) it is a
		corporation duly organized, validly existing and in good standing under the
		laws of the State of Delaware, (b) it has the corporate power and authority to
		own or hold under lease the Collateral, to transact the business it transacts
		and proposes to transact, to execute and deliver this Security Agreement and to
		perform the provisions hereof, (c) this Security Agreement has been duly
		authorized by all necessary corporate action on the part of the Debtor and
		constitutes a legal, valid and binding obligation of the Debtor enforceable
		against the Debtor in accordance with its terms, except as such enforceability
		may be limited by (i) applicable bankruptcy, insolvency, reorganization,
		fraudulent conveyance, moratorium or other similar laws affecting the
		enforcement of creditors’ rights generally and (ii) general principles of
		equity (regardless of whether such enforceability is considered in a proceeding
		in equity or at law), (d) the execution, delivery and performance by the Debtor
		of this Security Agreement will not (i) contravene, result in any breach of, or
		constitute a default under, or result in the creation of any lien (other than
		those provided for in this Security Agreement) in respect of any property of
		the Debtor under, any indenture, mortgage, deed of trust, loan, purchase or
		credit agreement, lease, the Debtor’s articles of incorporation or bylaws,
		or any other material agreement or instrument to which the Debtor is a party or
		by which the Debtor or any of its properties may be bound or affected; (ii)
		conflict with or result in a breach of any of the terms, conditions or
		provisions of any order, judgment, decree, or ruling of any court, arbitrator
		or Governmental Authority applicable to the Debtor, or (iii)violate any
		provision of any statute or other rule or regulation of any Governmental
		Authority applicable to the Debtor, (e) except for the Encumbrances granted
		pursuant to this Security Agreement and Permitted Encumbrances, the 
	 

	 
		 
	 

	 
		 
	 

	 
		6
	 

	 
		 
	 



	 
	 

	 

	 
		Debtor owns each item of the Collateral free
		and clear of any and all Encumbrances or claims of others, and (f) except in
		connection with Permitted Encumbrances, no security agreement, financing
		statement or other public notice with respect to all or any part of the
		Collateral is on file or of record in any public office, except such as may
		have been filed in favor of the Secured Parties.
	 

	 
		5. Covenants. The Debtor
		covenants and agrees with the Secured Parties that, from and after the date of
		this Security Agreement until the Obligations are paid in full:
	 

	 
		(a) Further Documentation; Pledge of Instruments and Chattel
		Paper. Upon the written request of the
		Secured Parties, and at the sole expense of the Debtor, the Debtor will
		promptly and duly execute and deliver such further instruments and documents
		and take such further action as the Secured Parties may reasonably request for
		the purpose of obtaining or preserving the full benefits of this Security
		Agreement and of the rights and powers herein granted, including, without
		limitation, the filing of any financing or continuation statements under the
		Uniform Commercial Code in effect in any jurisdiction with respect to the
		Encumbrances created hereby. The Debtor also hereby authorizes the Secured
		Parties to file any such financing or continuation statement. A carbon,
		photographic or other reproduction of this Security Agreement shall be
		sufficient as a financing statement for filing in any jurisdiction. If any
		amount payable under or in connection with any of the Collateral shall be or
		become evidenced by any Instrument or Chattel Paper, such Instrument or Chattel
		Paper shall be delivered to the Secured Parties, duly endorsed in a manner
		satisfactory to the Secured Parties to be held as Collateral pursuant to this
		Security Agreement.
	 

	 
		(b) Indemnification.
		Following the occurrence of any Event of Default, in any suit, proceeding or
		action brought by any Secured Party under any Account or Contract for any sum
		owing thereunder, or to enforce any provisions of any Account or Contract, the
		Debtor will save, indemnify and keep the Secured Parties harmless from and
		against all expense, loss or damage suffered by reason of any defense, setoff,
		counterclaim, recoupment or reduction or liability whatsoever of the account
		debtor or obligor thereunder, arising out of a breach by the Debtor of any
		obligation thereunder or arising out of any other agreement, indebtedness or
		liability at any time owing to or in favor of such account debtor or obligor or
		its successors from the Debtor.
	 

	 
		(c) Maintenance of Records. The Debtor will keep and maintain at its own cost and
		expense satisfactory and complete records of the Collateral, including, without
		limitation, a record of all payments received and all credits granted with
		respect to the Accounts. The Debtor will mark its books and records pertaining
		to the Collateral to evidence this Security Agreement and the security
		interests granted hereby. The Secured Parties shall have a security interest in
		all of the Debtor’s books and records pertaining to the Collateral, and
		the Debtor shall make any such books and records available to the Secured
		Parties or to their representatives during normal business hours for their
		review at the request of the Secured Parties upon reasonable prior
		notice.
	 

	 
		 
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 



	 
	 

	 

	 
		(d) Right of Inspection. The Secured Parties shall at all times but no more
		than once every six (6) months and upon reasonable prior notice have full and
		free access during normal business hours to all the books, correspondence and
		records of the Debtor, and the Secured Parties or their respective
		representatives may examine the same, take extracts therefrom and make
		photocopies thereof, and the Debtor agrees to render to the Secured Parties, at
		the Debtor’s cost and expense, such clerical and other assistance as may
		be reasonably requested with regard thereto; provided, however, that during the
		occurrence of an Event of Default, the Secured Parties and their respective
		representatives may conduct such examinations at any time. The Secured Parties
		and their representatives shall at any reasonable time, but no more than once
		every six (6) months, and upon reasonable prior notice also have the right to
		enter into and upon any premises where any of the Inventory or Equipment is
		located for the purpose of inspecting the same, observing its use or otherwise
		protecting its interests-therein provided, however, that during the occurrence
		of an Event of Default, the Secured Parties and their respective
		representatives may enter any such premises at any time.
	 

	 
		(e) Compliance with Laws. The Debtor will comply in all material respects with
		all Requirements of Law applicable to the Collateral or any part thereof or to
		the operation of the Debtor’s business; provided, however, that the Debtor
		may contest any Requirement of Law in any reasonable manner which shall not, in
		the opinion of the Secured Parties, adversely affect the Secured Parties’
		rights or the priority of its Encumbrances on the Collateral.
	 

	 
		(f) Compliance
		with Terms of Contracts. The Debtor
		will perform and comply in all material respects with all its obligations under
		the Contracts and all its other contractual obligations relating to the
		Collateral except where such nonperformance and noncompliance could not
		reasonably be expected to have a Material Adverse Effect.
	 

	 
		(g) Payment of Obligations. The Debtor will pay promptly when due all taxes,
		assessments and governmental charges or levies imposed upon the Collateral or
		in respect of its income or profits therefrom, as well as all claims of any
		kind (including, without limitation, claims for labor, materials and supplies)
		against or with respect to the Collateral, except that no such charge need be
		paid if (i) the validity thereof is being contested in good faith by
		appropriate proceedings, (ii) such proceedings do not involve any material
		danger of the sale, forfeiture or loss of any of the Collateral or any interest
		therein and (iii) such charge is adequately reserved against on the
		Debtor’s books in accordance with generally accepted accounting
		principles.
	 

	 
		(h) Limitation on Encumbrances on Collateral. The Debtor will not create, incur or permit to exist,
		will defend the Collateral against, and will take such other action as is
		necessary to remove, any Encumbrance or claim on or to the Collateral, other
		than the Encumbrances created hereby or Permitted Encumbrances, and will defend
		the right, title and interest of the Secured Parties in and to any of the
		Collateral against other claims and demands of all Persons whomsoever.
	 

	 
		 
	 

	 
		 
	 

	 
		8
	 

	 
		 
	 



	 
	 

	 

	 
		(i) Limitations on Dispositions of
		Collateral. The Debtor will not sell,
		transfer, lease or otherwise dispose of any of the Collateral, or attempt,
		offer or contract to do so except for (x) sales of Inventory in the ordinary
		course of its business, (y) licenses of Software in the ordinary course of its
		business and (z) so long as no Event of Default has occurred, the disposition
		in the ordinary course of business of property not material to the conduct of
		its business.
	 

	 
		(j) Limitations on Modifications, Waivers, Extensions of
		Contracts and Agreements Giving Rise to Accounts. The Debtor will not (i) amend, modify, terminate or
		waive any provision of any Contract or any agreement giving rise to an Account
		in any manner which could reasonably be expected to materially adversely affect
		the value of all Contracts and Accounts as Collateral when examined in the
		aggregate or (ii) fail to exercise promptly and diligently each and every
		material right which it may have under each Contract and each agreement giving
		rise to an Account where such failure could reasonably be expected to have a
		Material Adverse Effect on the value of all Contracts and Accounts when
		examined in the aggregate.
	 

	 
		(k) Maintenance of Equipment. The Debtor will maintain each item of Equipment in
		good operating condition, ordinary wear and tear and immaterial impairments of
		value and damage by the elements excepted, and will provide all maintenance,
		service and repairs necessary for such purpose except where the failure to
		maintain such Equipment could not reasonably be expected to have a Material
		Adverse Effect.
	 

	 
		(l) Further Identification of Collateral. The Debtor will furnish to the Agent from time to time
		upon request, but no more than once per year, statements and schedules further
		identifying and describing the Collateral and such other reports in connection
		with the Collateral as the Agent may reasonably request, all in reasonable
		detail.
	 

	 
		(m) Notices. The
		Debtor will advise the Secured Parties promptly, in reasonable detail, (i) of
		any Encumbrance (other than Encumbrances created hereby or Permitted
		Encumbrances) on, or claim asserted against, any of the Collateral, (ii) of any
		notice sent by a Secured Party of the occurrence of an Event of Default under
		such Secured Party’s Note and (iii) of the occurrence of any other event
		which could reasonably be expected to have a Material Adverse Effect on the
		aggregate value of the Collateral or on the Encumbrances created
		hereunder.
	 

	 
		(o) Changes in Locations, Name. The Debtor shall provide Secured Parties with at least
		thirty (30) days prior written notice in the event of either (i) a change the
		location of its chief executive office/chief place of business or jurisdiction
		of incorporation or remove its books and records from such location, or (ii)
		change its name, identity or corporate structure to such an extent that any
		financing statement filed by the Secured Parties in connection with this
		Security Agreement would become seriously misleading.
	 

	 
		(p) Patents, Copyrights, Software, Trademarks and General
		Intangibles.
	 

	 
		 
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 



	 
	 

	 

	 
		(i) Whenever Debtor shall file an
		application for the registration of any Patent, Software or Trademark with the
		United States Patent and Trademark Office or any Copyright or Software with the
		United States Copyright Office or any similar office or agency in any other
		country or any political subdivision thereof, Debtor shall report such filing
		to the Secured Parties within five (5) business days after the last day of the
		fiscal quarter in which such filing occurs.
	 

	 
		(ii) The Debtor shall execute and deliver
		any and all agreements, instruments, documents, and papers as the Secured
		Parties may reasonably request to evidence the Secured Parties’ security
		interest in any Patent, Copyright, Software, General Intangible or Trademark
		and the goodwill of Debtor relating thereto or represented thereby, and Debtor
		hereby constitutes the Agent as its attorney-in-fact to execute and file all
		such writings for the foregoing purposes, all acts of such attorney being
		hereby ratified and confirmed; such power being coupled with an interest is
		irrevocable until the Obligations are paid in full.
	 

	 
		(iii) The Debtor will take all reasonable
		and necessary steps, including, without limitation, in any proceeding before
		the United States Patent and Trademark Office, or any similar office or agency
		in any other country or any political subdivision thereof, to maintain and
		pursue each application (and to obtain the relevant registration) and to
		maintain each registration of any registered Patents, Copyrights, Software,
		General Intangibles or Trademarks, including, without limitation, filing of
		applications for renewal, affidavits of use and affidavits of
		incontestability.
	 

	 
		(iv) In the event that any material Patent,
		Copyright, Software, General Intangible or Trademark included in the Collateral
		is infringed, misappropriated or diluted by a third party, Debtor shall
		promptly notify the Agent after it learns thereof and shall, unless Debtor
		shall reasonably determine that such Patent, Copyright, Software, General
		Intangible or Trademark is of negligible economic value to Debtor, promptly sue
		for infringement, misappropriation or dilution, to seek injunctive relief where
		appropriate and to recover any and all damages for such infringement,
		misappropriation or dilution, or take such other actions as Debtor shall
		reasonably deem appropriate under the circumstances to protect such Patent,
		Copyright, Software, General Intangible or Trademark.
	 

	 
		(q) Insurance. Debtor, at its
		expense, shall keep the Collateral insured against loss or damage by fire,
		theft, explosion, sprinklers, and all other hazards and risks, and in such
		amounts, are reasonable given the nature of Debtor’s business and the type
		and use of Collateral. Debtor shall also maintain insurance relating to
		Debtor’s business, ownership and use of the Collateral in amounts and of a
		type that are customary to businesses similar to Debtor’s. All such
		policies of insurance shall be in such form, with such companies, and in such
		amounts as are reasonably satisfactory to the Agent. All such policies of
		property insurance shall contain a lender’s loss payable endorsement, in a
		form satisfactory to the Agent, showing the Agent as an additional loss payee
		thereof, and all liability insurance policies shall show the Agent as an
		additional insured and shall 
	 

	 
		 
	 

	 
		 
	 

	 
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		specify that the insurer must give at least
		twenty (20) days notice to the Agent before canceling its policy for any
		reason. Upon the Agent’s request, Debtor shall deliver to the Agent
		certified copies of such policies of insurance and evidence of the payments of
		all premiums therefor. All proceeds payable under any such policy shall, at the
		option of the Agent, be payable to the Agent to be applied on account of the
		Obligations in such order as the Agent shall elect.
	 

	 
		(r) Commercial Tort Claims. The Debtor shall promptly notify the Agent in writing
		upon incurring or otherwise obtaining a Commercial Tort Claim against any third
		party, and upon request of the Secured Parties, promptly enter into an
		amendment to this Security Agreement and do such other acts or things deemed
		appropriate by the Secured Parties to give the Secured Parties a security
		interest in any such Commercial Tort Claim. 
	 

	 
		6.
		Agent’s Appointment as
		Attorney-in-Fact.
	 

	 
		(a) Powers. During
		the existence of an Event of Default, the Debtor hereby irrevocably constitutes
		and appoints the Agent with full power of substitution, as its true and lawful
		attorney-in-fact with full irrevocable power and authority in the place and
		stead of Debtor and in the name of Debtor or in its own name, from time to time
		in the Agent’s discretion upon instruction from the Required Secured
		Parties, for the purpose of carrying out the terms of this Security Agreement,
		to take any and all appropriate action and to execute any and all documents and
		instruments which may be necessary or desirable to accomplish the purposes of
		this Security Agreement, and, without limiting the generality of the foregoing,
		Debtor hereby gives the Agent the power and right, on behalf of Debtor, without
		notice to or assent by Debtor, to do the following: to pay or discharge taxes
		and Encumbrances (other than Permitted Encumbrances) levied or placed on the
		Collateral (upon written instruction of the Required Secured Parties), to
		effect any repairs or any insurance called for by the terms of this Security
		Agreement and to pay all or any part of the premiums therefor and the costs
		thereof (upon written instruction of the Required Secured Parties); and during
		the existence of an Event of Default and only upon written instruction of the
		Required Secured Parties, (A) to direct any party liable for any payment under
		any of the Collateral to make payment of any and all moneys due or to become
		due thereunder directly to the Secured Party or as the Secured Party shall
		direct; (B) to ask or demand for, collect, receive payment of and receipt for,
		any and all moneys, claims and other amounts due or to become due at any time
		in respect of or arising out of any Collateral; (C) to sign and endorse any
		invoices, freight or express bills, bills of lading, storage or warehouse
		receipts, drafts against debtors, assignments, verifications, notices and other
		documents in connection with any of the Collateral; (D) to commence and
		prosecute any suits, actions or proceedings at law or in equity in any court of
		competent jurisdiction to collect the Collateral or any thereof and to enforce
		any other right in respect of any Collateral; (E) to defend any suit, action or
		proceeding brought against Debtor with respect to any Collateral; (F) to
		settle, compromise or adjust any suit, action or proceeding described in clause
		(E) above and, in connection therewith, to give such discharges or releases as
		the Agent may deem appropriate; (G) to assign any Patent, Copyright, Software,
		General Intangible or Trademark (along with the goodwill of the business to
		which any such Trademark pertains), throughout the world for such term or
		
	 

	 
		 
	 

	 
		 
	 

	 
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		terms, on such conditions, and in such
		manner, as the Agent shall determine; and (H) generally, to sell, transfer,
		pledge and make any agreement with respect to or otherwise deal with any of the
		Collateral as fully and completely as though the Agent were the absolute owner
		thereof for all purposes, and to do, at the Agent’s option and
		Debtor’s expense, at any time, or from time to time, all acts and things
		which the Agent, with the consent and instruction of the Required Secured
		Parties, deems necessary to protect, preserve or realize upon the Collateral
		and the Agent’s Encumbrances thereon and to effect the intent of this
		Security Agreement, all as fully and effectively as Debtor might do. In
		addition, the Debtor hereby irrevocably constitutes and appoints the Agent with
		full power of substitution, as its true and lawful attorney-in-fact with full
		irrevocable power and authority in the place and stead of Debtor and in the
		name of Debtor or in its own name, from time to time in the Agent’s
		discretion, for the purpose of perfecting the Agent’s Lien against the
		Collateral, to take any and all appropriate action and to execute any and all
		documents and instruments which may be necessary or desirable to accomplish
		such purpose. The Debtor hereby ratifies all that said attorneys shall lawfully
		do or cause to be done by virtue hereof. The powers of attorney in this
		subsection are powers coupled with an interest and shall be irrevocable.
		
	 

	 
		(b) Other Powers.
		The Debtor also authorizes the Agent, at any time and from time to time, to
		execute, in connection with the sale provided for in Section 9 hereof, any
		endorsements, assignments or other instruments of conveyance or transfer with
		respect to the Collateral.
	 

	 
		(c) No Duty on Agent’s Part. The powers conferred on the Agent hereunder are solely
		to protect Agent’s interests in the Collateral and shall not impose any
		duty upon the Agent to exercise any such powers. The Agent shall be accountable
		only for amounts that it or the Secured Parties actually receive as a result of
		the exercise of such powers, and none of them nor any of their officers,
		directors, or employees shall be responsible to Debtor for any act or failure
		to act hereunder, except for its own gross negligence or willful
		misconduct.
	 

	 
		7. Performance by Agent of Debtor’s
		Obligations. If Debtor fails to perform or comply with any of its
		agreements contained herein and the Agent, upon written instruction of the
		Required Secured Parties, shall itself perform or comply, or otherwise cause
		performance or compliance, with such agreement, the reasonable expenses of the
		Agent incurred in connection with such performance or compliance, together with
		interest thereon at a rate per annum equal to 15%, shall be payable by Debtor
		to the Agent on demand and shall constitute Obligations secured hereby.
	 

	 
		8. Proceeds.
		In addition to the rights of the Agent
		specified in Section 3 with respect to payments of Accounts, it is agreed that
		during the existence of an Event of Default (a) all Proceeds received by the
		Debtor consisting of cash, checks and other near-cash items shall be held by
		the Debtor in trust for the Secured Parties, segregated from other funds of the
		Debtor, and shall, forthwith upon receipt by the Debtor, be turned over to the
		Agent in the exact form received by the Debtor (duly endorsed by the Debtor to
		the Agent), and (b) any and all such Proceeds received by the Agent (whether
		from the Debtor or otherwise) may, in the sole 
	 

	 
		 
	 

	 
		 
	 

	 
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		discretion of the Agent upon written
		instruction of the Required Secured Parties, be held by the Agent as collateral
		security for, and/or then or at any time thereafter may be applied by the
		Agent, pro ratably against, the Obligations or in such order as the Required
		Secured Parties may elect. Any balance of such Proceeds remaining after the
		Obligations shall have been paid in full, shall be paid over to the Debtor or
		to whomsoever may be lawfully entitled to receive the same.
	 

	 
		9. Remedies.
		Upon the occurrence and during the
		continuance of an Event of Default, the Agent, at the written direction of the
		Required Secured Parties, may exercise, in addition to all other rights and
		remedies granted to it in this Security Agreement and in any other instrument
		or agreement securing, evidencing or relating to the Obligations, all rights
		and remedies of a secured party under the Code. Without limiting the generality
		of the foregoing, the Agent at written direction of the Required Secured
		Parties, during the existence of an Event of Default and without further demand
		of performance or other demand, presentment, protest, advertisement or notice
		of any kind (except any notice required by law referred to below) to or upon
		Debtor or any other Person (all and each of which demands, defenses,
		advertisements and notices are hereby waived), may in such circumstances
		forthwith collect, receive, appropriate and realize upon the Collateral, or any
		part thereof, and/or may forthwith sell, lease, assign, give option or options
		to purchase, or otherwise dispose of and deliver the Collateral or any part
		thereof (or contract to do any of the foregoing), in one or more parcels at
		public or private sale or sales, at any exchange, broker’s board or office
		of the Agent or elsewhere upon such terms and conditions as it may deem
		advisable and at such prices as it may deem best, for cash or on credit or for
		future delivery without assumption of any credit risk. Each purchaser at any
		such sale shall hold the Collateral sold absolutely free from any claim or
		right on the part of the Debtor, and Debtor hereby waives (to the extent
		permitted by law) all rights of redemption, stay, or appraisal that it now has
		or may at any time in the future have under any rule of law or statute now
		existing or hereafter enacted. Each of the Secured Parties shall have the right
		upon any such public sale or sales, and, to the extent permitted by law, upon
		any such private sale or sales, to purchase the whole or any part of the
		Collateral so sold, free of any right or equity of redemption in Debtor, which
		right or equity is hereby waived or released, and in connection herewith to
		credit bid the Obligations with the proceeds that would otherwise be payable to
		such Secured Party. The Agent shall not be obligated to make any sale of
		Collateral regardless of notice of sale having been given. The Agent may
		adjourn any public or private sale from time to time by announcement at the
		time and place fixed therefor, and such sale may, without further notice, be
		made at the time and place to which it was so adjourned. To the extent
		permitted by law, Debtor hereby waives any claims against Agent arising because
		the price at which any Collateral may have been sold at a private sale was less
		than the price that might have been obtained at a public sale. The Debtor
		further agrees, at the Agent’s request upon instruction from the Required
		Secured Parties, to assemble the Collateral and make it available to the Agent
		at places, which the Agent shall reasonably select, whether at Debtor’s
		premises or elsewhere. The Agent shall apply the net proceeds of any such
		collection, recovery, receipt, appropriation, realization or sale, after
		deducting all reasonable costs and expenses of every kind incurred therein or
		incidental to the care or safekeeping of any of the Collateral or in any way
		relating to the Collateral or the rights of the Agent hereunder, including,
		without limitation, reasonable attorneys’ fees and disbursements, to the
		payment in whole or in part of the Obligations, in such order as the Required
		Secured Parties may elect, and only after such application and after the
		payment by Agent of any other amount required by any provision of law,
		including, without limitation, any
	 

	 
		 
	 

	 
		 
	 

	 
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		 provision of the Code, need the Agent
		account for the surplus, if any, to Debtor. To the extent permitted by
		applicable law, Debtor waives all claims, damages and demands it may acquire
		against the Agent or any Secured Party arising out of the exercise by Agent of
		any of its rights hereunder. If any notice of a proposed sale or other
		disposition of Collateral shall be required by law, such notice shall be deemed
		reasonable and proper if given at least ten (10) days before such sale or other
		disposition. The Debtor shall remain liable for any deficiency if the proceeds
		of any sale or other disposition of the Collateral are insufficient to pay the
		obligations and the fees and disbursements of any attorneys employed by Agent
		to collect such deficiency. Debtor hereby agrees that any sale or other
		disposition of the Collateral conducted in conformity with reasonable
		commercial practices of banks, insurance companies, or other financial
		institutions in the city and state where Agent is located in disposing of
		property similar to the Collateral shall be deemed to be commercially
		reasonable.
	 

	 
		10. Limitation on Duties Regarding Preservation of
		Collateral. The Agent’s sole duty with respect to the custody,
		safekeeping and physical preservation of the Collateral in its possession,
		under Article 9 or otherwise, shall be to deal with it in the same manner as
		any Secured Party deals with similar property for its own account. Neither the
		Agent nor any of its directors, officers, agents or employees shall be liable
		for failure to demand, collect or realize upon all or any part of the
		Collateral or for any delay in doing so or shall be under any obligation to
		sell or otherwise dispose of any Collateral upon the request of Debtor or
		otherwise.
	 

	 
		11. Powers Coupled with an Interest. All
		authorizations and agencies herein contained with respect to the Collateral are
		irrevocable and powers coupled with an interest.
	 

	 
		12. Agent.
		Each Secured Party hereby designates
		and appoints the Agent to serve in accordance with the terms and conditions of
		this Agreement, and the Agent hereby agrees to act as such, upon the terms and
		conditions provided in this Agreement. The Agent may execute any of its duties
		under this Agreement by or through agents, employees or attorneys-in-fact and
		shall be entitled to advice of counsel concerning all matters pertaining to
		such duties. The Agent shall be entitled to rely, and shall be fully protected
		in relying, upon any writing, resolution, notice, consent or other document or
		conversation believed by it to be genuine and correct. The Agent shall be fully
		justified in failing or refusing to take any action unless it first receives
		such advice or concurrence from the Required Secured Parties. The Agent shall
		be under no obligation to take any action to protect, preserve or enforce any
		rights or interests in the Collateral or to take any action toward the
		execution or enforcement of the rights and remedies hereunder, whether on its
		own motion or on the request of any other Person, which in the opinion of the
		Agent may involve loss, liability or expense to it, unless the Debtor and/or
		one or more Secured Parties shall offer and furnish security or indemnity,
		reasonably satisfactory to the Agent, against loss, liability and expense to
		the Agent. As used herein, “Required Secured Parties” means, as of any date, the Secured Parties
		holding at least a majority of the outstanding principal amount of the Notes on
		such date. The Agent shall in all cases be fully protected in acting or
		refraining from acting in accordance with a request or consent of the Required
		Secured Parties and such request and any action taken or failure to act
		pursuant thereto shall be binding upon all of the Secured Parties. The Agent
		will not be deemed to have knowledge or notice of the occurrence of any Event
		of Default except with respect to payment default required to be paid to the
		Agent in its individual capacity, unless the Agent shall have received written
		notice from a Secured Party 
	 

	 
		 
	 

	 
		 
	 

	 
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		or the Debtor describing such default. The
		Agent shall use its best efforts to notify all Secured Parties and the Debtor
		of any such notice. The Agent shall take such action with respect to such
		default as may be reasonably and lawfully requested by the Required Secured
		Parties in accordance with the terms of this Agreement subject to the
		requirements set forth above for indemnification and further subject to its
		right to resign under Section 13 below. In addition to any other
		indemnification provided for hereunder or otherwise in favor of the Agent, each
		of the Secured Parties shall indemnify upon demand the Agent and its agents,
		pro rata, from and against any and all actions, causes of actions, suits,
		losses, liabilities, damages and expenses, including reasonable attorney’s
		fees, other than those resulting from the Agent or its agents gross negligence
		or willful misconduct. The Agent shall not be required to advance, expend or
		risk its own funds or otherwise incur personal liability in the performance of
		its duties or in the exercise of any rights or remedies hereunder. All funds
		expended by the Agent hereunder (including, without limitation, funds expended
		for reasonable attorney’s fees) shall be promptly reimbursed by the Debtor
		and/or the Secured Parties upon demand from the Agent (together with interest
		thereon at a rate per annum equal to 8% from ten days following the date of
		demand). Nothing shall limit or restrict the right of the Agent in its
		individual capacity to be a holder of Notes and to exercise its rights
		thereunder, including, without limitation, its right to vote as a Secured Party
		as part of the Required Secured Parties. The Agent shall not be liable or
		responsible in any way for any diminution in the value of the Collateral or any
		act or default of any warehouseman, carrier, forwarding agency, or other Person
		whomsoever, but the same shall be at the sole risk of the Debtor and/or the
		Secured Parties. Unless instructed in writing by the Required Secured Parties
		and indemnified by the Secured Parties, the Agent shall not be responsible for
		effecting any filings with the United States Patent and Trademark Office or the
		United States Copyright Office with respect to any of the Collateral. The Agent
		makes no representation or warranty as to the validity, sufficiency or
		enforceability hereof or of the Collateral or as to the value, title,
		condition, or adequacy of insurance on, or otherwise with respect to, the
		Collateral. The Agent shall not be accountable to anyone for the use or
		application of the proceeds of the Notes. The Agent makes no representation or
		warranty as to the attachment, perfection or priority of the security interests
		and liens contemplated hereby.
	 

	 
		13. Resignation of Agent.  The Agent may
		resign at any time by giving twenty (20) days prior written notice thereof to
		the Secured Parties and the Debtor. Upon any such resignation, the Required
		Secured Parties shall have the right to appoint a successor Agent. Unless an
		Event of Default shall have occurred and be continuing, such successor Agent
		shall be reasonably acceptable to the Debtor. If no successor Agent shall have
		been so appointed by the Required Secured Parties and shall have accepted such
		appointment within fifteen (15) days after the retiring Agent’s giving of
		notice of resignation, then the retiring Agent may, on behalf of the Secured
		Parties, appoint a successor Agent. If no such successor can be found or
		appointed, a successor Agent may be appointed, upon application of the retiring
		Agent or any Secured Party, by any court of competent jurisdiction. Upon the
		acceptance of any appointment as Agent hereunder by a successor Agent, such
		successor Agent shall thereupon succeed to and become vested with all the
		rights, powers, privileges and duties of the retiring Agent, and the retiring
		Agent shall be discharged from its duties and obligations hereunder.
	 

	 
		14. Severability. Any provision
		of this Security Agreement that is prohibited or unenforceable in any
		jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
		such 
	 

	 
		 
	 

	 
		 
	 

	 
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		prohibition or unenforceability without
		invalidating the remaining provisions hereof, and any such prohibition or
		unenforceability in any jurisdiction shall not invalidate or render
		unenforceable such provision in any other jurisdiction. All covenants and other
		agreements contained in this Security Agreement by or on behalf of any of the
		parties hereto bind and inure to the benefit of their respective successors and
		assigns whether so expressed or not.
	 

	 
		15. Paragraph Headings. The paragraph
		headings used in this Security Agreement are for convenience of reference only
		and are not to affect the construction hereof or be taken into consideration in
		the interpretation hereof. This Security Agreement may be executed in any
		number of counterparts, each of which shall be an original but all of which
		together shall constitute one instrument. Each counterpart may consist of a
		number of copies hereof, each signed by less than all, but together signed by
		all, of the parties hereto.
	 

	 
		16. No Waiver; Cumulative Remedies. The Agent
		shall not, by any act (except by a written instrument), delay, indulgence,
		omission or otherwise, be deemed to have waived any right or remedy hereunder
		or to have acquiesced in any default or in any breach of any of the terms and
		conditions hereof. No failure to exercise, nor any delay in exercising, on the
		part of the Agent, of any right, power or privilege hereunder shall operate as
		a waiver thereof. No single or partial exercise of any right, power or
		privilege hereunder shall preclude any other or further exercise thereof or the
		exercise of any other right, power or privilege. A waiver by the Agent or any
		Secured Party of any right or remedy hereunder on any one occasion shall not be
		construed as a bar to any right or remedy that the Agent would otherwise have
		on any future occasion. The rights and remedies herein provided are cumulative,
		may be exercised singly or concurrently and are not exclusive of any rights or
		remedies provided by law. THIS SECURITY
		AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
		THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING
		CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE
		APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.
	 

	 
		17.
		Jurisdiction; Venue; Service of
		Process. This Agreement shall be subject to the exclusive
		jurisdiction of the Federal District Court, Southern District of New York and
		if such court does not have proper jurisdiction, the State Courts of New York
		County, New York. The parties to this Agreement agree that any breach of any
		term or condition of this Agreement shall be deemed to be a breach occurring in
		the State of New York by virtue of a failure to perform an act required to be
		performed in the State of New York and irrevocably and expressly agree to
		submit to the jurisdiction of the Federal District Court, Southern District of
		New York and if such court does not have proper jurisdiction, the State Courts
		of New York County, New York for the purpose of resolving any disputes among
		the parties relating to this Agreement or the transactions contemplated hereby.
		The parties irrevocably waive, to the fullest extent permitted by law, any
		objection which they may now or hereafter have to the laying of venue of any
		suit, action or proceeding arising out of or relating to this Agreement, or any
		judgment entered by any court in respect hereof brought in New York County, New
		York, and further irrevocably waive any claim that any suit, action or
		proceeding brought in Federal District Court, Southern District of New York and
		if such court does not have proper jurisdiction, the State Courts of New York
		County, New York has been brought in an inconvenient forum. Each of the parties
		hereto consents to process being served in any such suit, action or proceeding,
		by mailing 
	 

	 
		 
	 

	 
		 
	 

	 
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		a copy thereof to such party at the address
		in effect for notices to it under this Agreement and agrees that such service
		shall constitute good and sufficient service of process and notice thereof.
		Nothing in this Section 17 shall affect or limit any right to serve process in
		any other manner permitted by law.
	 

	 
		18. Notices.
		Notices hereunder shall be given to the
		Debtor, the Agent and each Secured Party in the manner set forth in the
		Purchase Agreement of even date herewith between the Debtor and each of the
		Secured Parties and at the addresses set forth therein.
	 

	 
		19. Termination. Upon the
		repayment in full of all Obligations, this Security Agreement shall terminate,
		the Secured Parties shall deliver any release of the Encumbrances created under
		this Security Agreement that Debtor may reasonably request (at the cost of the
		Debtor), and the Secured Parties shall return to the Debtor all Collateral then
		in its possession, custody, or control, and this Security Agreement shall
		terminate without further action by the Party and be of no further force and
		effect.
	 

	 
		[intentionally left blank - signature page
		follows]
	 

	 
		 
	 

	 
		 
	 

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

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  AXS-ONE INC.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ William P. Lyons
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: William P. Lyons
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: CEO
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  BLUELINE CAPITAL PARTNERS, LP, as
				  Agent
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		OMNIBUS SIGNATURE PAGE TO
	 

	 
		AXS-ONE INC.
	 

	 
		SECURITY AGREEMENT
	 

	 
		The undersigned, as a Secured Party, hereby
		executes and delivers the Security Agreement to which this signature page is
		attached, which, together with all counterparts of the Security Agreement and
		signature pages of the other parties named in said Security Agreement, shall
		constitute one and the same document in accordance with the terms of the
		Security Agreement.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Print Name:
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		19