Void after May 29, 2014 
				

			 	
				
				  Warrant No. 2007-_______ 
				

			 

 

	 
		THIS SECURITY AND ANY SHARES ISSUED UPON
		THE EXERCISE OR CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE
		SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
		ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
		REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
		EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
		REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
		SECURITIES LAWS OR BLUE SKY LAWS. 
	 

	 
		AXS-ONE INC.
	 

	 
		COMMON STOCK PURCHASE WARRANT
	 

	 
		AXS-One Inc. (the “Company”),
		having its principal office as of the date hereof at 301 Route 17 North,
		Rutherford, New Jersey 07070, hereby certifies that, for value received,
		_________________________________, ________________________ or registered
		assigns, is entitled, subject to the terms and conditions set forth below, to
		purchase from the Company at any time on or from time to time after May 29,
		2007 and before 5:00 P.M., New York City time, on May 29, 2014 (the
		“Expiration Date”), ____________ (____) fully paid and
		non-assessable shares of Common Stock (as defined below), at the initial
		Purchase Price per share (as defined below) of $0.01. The number of such shares
		of Common Stock and the Purchase Price per share are subject to adjustment as
		provided in Section 5.
	 

	 
		The Company agreed to issue warrants,
		including this Warrant, to purchase an aggregate of 2,000,000 shares of Common
		Stock (subject to adjustment as provided in Section 5) in connection with the
		issuance by the Company to the Holders of an aggregate original principal
		amount of $5,000,000 of Secured Convertible Promissory Notes, due May 29,
		2009.
	 

	 
		As used herein the following terms, unless
		the context otherwise requires, have the following respective meanings:
	 

	 
		“Aggregate Purchase Price” has the meaning set forth in Section 3.1.
	 

	 
		“AMEX” means
		the American Stock Exchange, Inc. 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Blue Sky Laws” means any state securities or “blue
		sky” laws. 
	 

	 
		“Board of Directors” means the board of directors of the
		Company.
	 

	 
		“Business Day” means any day other than Saturday, Sunday or
		other day on which commercial banks in New Jersey are authorized or required by
		law to remain closed.
	 

	 
		“Company”
		includes the Company and any corporation which shall succeed to or assume the
		obligations of the Company hereunder. The term “corporation” shall
		include an association, joint stock company, business trust, limited liability
		company or other similar organization.
	 

	 
		“Common Stock” means the Company’s Common Stock, $.01 par
		value per share, authorized as of the date hereof, and any stock of any class
		or classes (however designated) hereafter authorized upon reclassification
		thereof, which, if the Board of Directors declares any dividends or
		distributions, has the right to participate in the distribution of earnings and
		assets of the Company after the payment of dividends or other distributions on
		any shares of capital stock of the Company entitled to a preference and in the
		voting for the election of directors of the Company. 
	 

	 
		“Convertible Securities” means (i) options to purchase or rights to
		subscribe for Common Stock, (ii) securities by their terms convertible into or
		exchangeable for Common Stock or (iii) options to purchase or rights to
		subscribe for such convertible or exchangeable securities.
	 

	 
		“Exchange Act” means the Securities Exchange Act of 1934 as the
		same shall be in effect at the time.
	 

	 
		“Holder”
		means any record owner of Warrants or Underlying Securities.
	 

	 
		“Investor Rights Agreement” has the meaning set forth in Section 1.
	 

	 
		“Market Price” means with respect to any securities at any date
		(i) if the principal trading market for such securities is AMEX or another
		exchange, the average of the closing sale prices per share for the last ten
		previous trading days in which a sale was reported, as officially reported on
		any consolidated tape, (ii) if the principal market for such securities is the
		over-the-counter market, the average of the closing sale prices per share on
		the last ten previous trading days in which a sale was reported as set forth by
		the over the counter bulletin board or, (iii) if the security is not listed on
		another exchange or the over the counter bulletin board, the average of the
		closing sale prices per share on the last ten previous trading days in which a
		sale was reported as set forth in the National Quotation Bureau sheet listing
		such securities for such days. Notwithstanding the foregoing, if there is no
		reported closing sale price, as the case may be, reported on any of the ten
		trading days preceding the event requiring a determination of Market Price
		hereunder, then the Market Price shall be the average of the high bid and asked
		prices for the last ten previous trading days in which a sale was reported; and
		if there is no reported high bid and asked prices, as the case may be, reported
		on any of the ten trading days preceding the 
	 

	 
		 
	 

	 
		 
	 

	 
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		event requiring a determination of Market
		Price hereunder, then the Market Price shall be determined in good faith by
		resolution of the Board of Directors.
	 

	 
		“Nasdaq”
		means the Nasdaq Capital Market or Nasdaq Global Market.
	 

	 
		“Notice” has
		the meaning set forth in Section 20.
	 

	 
		“Original Issue Date” means May 29, 2007.
	 

	 
		“Other Securities” refers to any stock (other than Common Stock) and
		other securities of the Company or any other Person (corporate or otherwise)
		which the Holders of the Warrants at any time shall be entitled to receive, or
		shall have received, upon the exercise of the Warrants, in lieu of or in
		addition to Common Stock, or which at any time shall be issuable or shall have
		been issued in exchange for or in replacement of Common Stock or Other
		Securities pursuant to Section 5 or 6.
	 

	 
		“Person”
		means any individual, sole proprietorship, partnership, corporation, limited
		liability company, business trust, unincorporated association, joint stock
		corporation, trust, joint venture or other entity, any university or similar
		institution, or any government or any agency or instrumentality or political
		subdivision thereof.
	 

	 
		“Purchase Agreement” means the Convertible Note and Warrant Purchase
		Agreement dated as of May 29, 2007, among the Company and the
		Purchasers.
	 

	 
		“Purchase Price per share” means $0.01 per share, as may be adjusted from
		time to time in accordance with Section 5 or 6.
	 

	 
		“Purchaser”
		has the meaning set forth in the Purchase Agreement.
	 

	 
		“registered”
		and “registration” refer to a registration effected by filing a
		registration statement in compliance with the Securities Act, to permit the
		disposition of Underlying Securities issued or issuable upon the exercise of
		Warrants, and any post-effective amendments and supplements filed or required
		to be filed to permit any such disposition.
	 

	 
		“Securities Act” means the Securities Act of 1933 as the same
		shall be in effect at the time.
	 

	 
		“Underlying Securities” means any Common Stock or Other Securities issued
		or issuable upon exercise of Warrants.
	 

	 
		“Warrant”
		means, as applicable, (i) the Warrants dated as of the date hereof, originally
		issued by the Company pursuant to the Purchase Agreement, of which this Warrant
		is one, evidencing rights to purchase up to an aggregate of 2,000,000 shares of
		Common Stock, and all Warrants issued upon transfer, division or combination
		of, or in substitution for, any thereof (all Warrants shall at all times be
		identical as to terms and conditions and date, except as to the number of
		shares of Common Stock for which they may be exercised) or (ii) each right as
		set 
	 

	 
		 
	 

	 
		 
	 

	 
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		forth in this Warrant to purchase one share
		of Common Stock, as adjusted from time to time in accordance with Section 5 or
		6.
	 

	 
		1. Registration.
		The Holder shall have the rights to registration of Underlying Securities
		issuable upon exercise of the Warrants that are set forth in the Investor
		Rights Agreement, dated the Original Issue Date, among the Company and each of
		the Purchasers (the “Investor
		Rights Agreement”).
	 

	 
		2. Sale Without Registration. If, at the time of any transfer or surrender for
		exchange of a Warrant or of Underlying Securities previously issued upon the
		exercise of Warrants, such Warrant or Underlying Securities shall not be
		registered under the Securities Act, the Company may require, as a condition of
		allowing such transfer or exchange, that the Holder or transferee of such
		Warrant or Underlying Securities, as the case may be, furnish to the Company an
		opinion of counsel, reasonably satisfactory to the Company, to the effect that
		such transfer or exchange may be made without registration under the Securities
		Act and without registration or qualification under any applicable Blue Sky
		Laws, provided that nothing contained in this Section 2 shall relieve (a) the
		Company from complying with the Investor Rights Agreement or (b) the Holder
		from its obligations under the Purchase Agreement. 
	 

	 
		3. Exercise of Warrant. 
	 

	 
		3.1. Exercise in Full. Subject to the provisions hereof, at any time
		following approval by the American Stock Exchange of an Additional Listing
		Application with respect to the shares of Common Stock into which this Warrant
		may be converted, this Warrant may be exercised in full by the Holder hereof by
		surrender of this Warrant, with the form of subscription at the end hereof duly
		executed by such Holder, to the Company at its principal office set forth at
		the head of this Warrant (or such other location as the Company from time to
		time may advise the Holder in writing), accompanied by payment, in cash or by
		certified or official bank check payable to the order of the Company, in the
		amount obtained (the “Aggregate
		Purchase Price”) by multiplying
		(a) the number of shares of Common Stock then issuable upon exercise of this
		Warrant by (b) the Purchase Price per share on the date of such
		exercise.
	 

	 
		3.2. Partial Exercise. Subject to the provisions hereof, at any time
		following approval by the American Stock Exchange of an Additional Listing
		Application with respect to the shares of Common Stock into which this Warrant
		may be converted, this Warrant may be exercised in part by surrender of this
		Warrant in the manner and at the place provided in Section 3.1 except that the
		amount payable by the Holder upon any partial exercise shall be the amount
		obtained by multiplying (a) the number of shares of Common Stock designated by
		the Holder in the subscription at the end hereof by (b) the Purchase Price per
		share on the date of such exercise. Upon any such partial exercise, the Company
		at its expense shall forthwith issue and deliver to or upon the order of the
		Holder hereof a new Warrant or Warrants of like tenor, in the name of the
		Holder hereof or as such Holder (upon payment by such Holder of any applicable
		transfer taxes and subject to the provisions of Section 2) may request, calling
		in the aggregate on the face or faces thereof for the number of shares of
		Common Stock equal 
	 

	 
		 
	 

	 
		 
	 

	 
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		to the number of such shares issuable prior
		to such partial exercise of this Warrant minus the number of such shares
		designated by the Holder in the subscription at the end hereof.
	 

	 
		3.3. Company to Reaffirm Obligations. The Company shall, at the time of any exercise of this
		Warrant, upon the request of the Holder hereof, acknowledge in writing its
		continuing obligation to afford to such Holder any rights (including, without
		limitation, any right to registration of the Underlying Securities, if any) to
		which such Holder shall continue to be entitled after such exercise in
		accordance with the provisions of this Warrant; provided,
		however, that if the Holder of this Warrant shall fail to make any such
		request, such failure shall not affect the continuing obligation of the Company
		to afford such Holder any such rights.
	 

	 
		3.4. Certain Exercises. If an exercise of this Warrant is to be made in
		connection with a registered public offering or sale of the Company, such
		exercise may, at the election of the Holder, be conditioned on the consummation
		of the public offering or sale of the Company, in which case such exercise
		shall not be deemed effective until the consummation of such
		transaction.
	 

	 
		3.5. Conversion Right. At any time following (i) approval by the American
		Stock Exchange of an Additional Listing Application with respect to the shares
		of Common Stock into which this Warrant may be converted and (ii) the first
		anniversary of the date of original issuance of this Warrant that a
		registration statement as contemplated by the Investor Rights Agreement is not
		effective with respect to the resale of the Common Stock issuable upon exercise
		of this Warrant, then in lieu of exercising this Warrant at such time as
		specified in Section 3.1 and Section 3.2, the Holder may convert this Warrant,
		in whole or in part, into the number of shares of Common Stock determined by
		dividing (a) the aggregate fair market value of the Common Stock or the Other
		Securities issuable upon exercise of this Warrant minus the Aggregate Purchase
		Price of such shares by (b) the current Market Price. Such conversion shall be
		effected by surrender of this Warrant, with the form of subscription at the end
		hereof duly executed by such Holder, to the Company at its principal office set
		forth at the head of this Warrant (or such other location as the Company from
		time to time may advise the Holder in writing).
	 

	 
		4. Delivery of Stock Certificates on
		Exercise. As soon as practicable after
		the exercise of this Warrant in full or in part, and in any event within three
		Business Days thereafter, the Company at its own expense (including the payment
		by it of any applicable issue taxes) shall cause to be issued in the name of
		and delivered to the Holder hereof, or as such Holder (upon payment by such
		Holder of any applicable transfer taxes and subject to the provisions of
		Section 2) may direct, a certificate or certificates for the number of fully
		paid and non-assessable shares of Common Stock or Other Securities to which
		such Holder shall be entitled upon such exercise, plus, in lieu of any
		fractional share to which such Holder would otherwise be entitled, cash equal
		to such fraction multiplied by the then current Market Price of one full
		share.
	 

	 
		5. Adjustment for Dividends.
	 

	 
		 
	 

	 
		 
	 

	 
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		(a) In case at any time or from time to time
		after the Original Issue Date, the Company shall at any time declare or pay a
		dividend upon its Common Stock payable in shares of Common Stock, the number of
		shares of Common Stock acquirable upon exercise hereof shall be increased by
		the number of shares that would have been issued pursuant to such dividend with
		respect to the shares acquirable hereunder as of the record date for such
		dividend.
	 

	 
		(b) If the number of shares of Common Stock
		outstanding at any time after the Original Issue Date is decreased by a
		combination or reverse stock split of the outstanding shares of Common Stock,
		the Purchase Price per share shall be increased in proportion to such decrease.
		If the number of shares of Common Stock outstanding at any time after the
		Original Issue Date is increased by a forward stock split of the outstanding
		shares of Common Stock or otherwise, the number of shares of Common Stock
		acquirable upon exercise hereof shall be increased by the number of shares that
		would have been issued had this Warrant been fully exercised as of the date of
		such forward stock split or other transaction resulting in an increase in the
		outstanding shares of Common Stock.
	 

	 
		(c) Upon each adjustment to the Purchase
		Price per share, the Holder of this Warrant shall thereafter be entitled to
		purchase, at the Purchase Price per share resulting from such adjustment, the
		number of shares of Common Stock obtained by multiplying the Purchase Price per
		share in effect immediately prior to such adjustment by the number of shares of
		Common Stock purchasable pursuant hereto immediately prior to such adjustment,
		and dividing the product thereof by the Purchase Price per share resulting from
		such adjustment.
	 

	 
		6. Reorganization, Consolidation, Merger. In case the Company after the Original Issue Date
		shall (a) effect a reorganization, (b) consolidate with or merge into any other
		Person, or (c) transfer all or substantially all of its properties or assets to
		any other Person under any plan or arrangement contemplating the dissolution of
		the Company, then, in each such case, the Holder of this Warrant, upon the
		exercise hereof as provided in Section 3 at any time after the consummation of
		such reorganization, consolidation or merger or the effective date of such
		dissolution, as the case may be, shall be entitled to receive (and the Company
		or its successors or assigns shall be entitled to deliver), in lieu of the
		Underlying Securities issuable upon such exercise prior to such consummation or
		such effective date, the stock and other securities and property (including
		cash) to which such Holder would have been entitled upon such consummation or
		in connection with such dissolution, as the case may be, if such Holder had so
		exercised this Warrant immediately prior thereto. Upon receipt of such stock
		and other securities and property (including cash), if any, the rights of the
		Holder under this Warrant shall terminate and cease and this Warrant shall
		expire and be of no force and effect. In any such case, the Company (or its
		successors or assigns) shall be entitled to make appropriate adjustments in the
		application of the provisions of this Warrant with respect to the rights and
		interests of the Holder after such reorganization, merger, consolidation or
		dissolution. The Company shall not effect any such reorganization,
		consolidation, merger or dissolution, unless prior to or simultaneously with
		the consummation thereof, the successor corporation resulting from such
		consolidation or merger or the corporation purchasing such assets shall confirm
		or assume, by written instrument, the obligation to deliver to each Holder the
		shares of stock, cash, other securities or assets to 
	 

	 
		 
	 

	 
		 
	 

	 
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		which, in accordance with the foregoing
		provisions, each Holder may be entitled to and all other obligations of the
		Company under this Warrant. 
	 

	 
		7. Further Assurances; Reports. The Company shall take all such action as may be
		necessary or appropriate in order that the Company may validly and legally
		issue fully paid and non-assessable shares of Underlying Securities upon the
		exercise of all Warrants from time to time outstanding. For so long as the
		Holder holds this Warrant, the Company shall deliver to the Holder
		contemporaneously with delivery to the holders of Common Stock, a copy of each
		report of the Company delivered to such holders.
	 

	 
		8. Certificate as to Adjustments. In each case of any adjustment or readjustment in the
		Underlying Securities, the Company shall, at its expense, promptly cause its
		Chief Financial Officer to compute such adjustment or readjustment in
		accordance with the terms of this Warrant and prepare a certificate setting
		forth such adjustment or readjustment and showing in detail the facts upon
		which such adjustment or readjustment is based, and the number of shares of
		Common Stock or Other Securities outstanding or deemed to be outstanding. The
		Company shall forthwith mail a copy of each such certificate to the
		Holder.
	 

	 
		9. Notices of Record Date. In the event of:
	 

	 
		(a) any taking by the Company of a record of
		its stockholders for the purpose of determining the stockholders thereof who
		are entitled to receive any dividend or other distribution (other than a
		quarterly dividend payable solely in cash), or any right to subscribe for,
		purchase or otherwise acquire any shares of stock of any class or any other
		securities or property, or to receive any other right, or for the purpose of
		determining stockholders who are entitled to vote in connection with any
		proposed capital reorganization of the Company, any reclassification or
		recapitalization of the capital stock of the Company or any transfer of all or
		substantially all the assets of the Company to or consolidation or merger of
		the Company with or into any other Person, or
	 

	 
		(b) any voluntary or involuntary
		dissolution, liquidation or winding-up of the Company,
	 

	 
		then and in each such event the Company
		shall mail or cause to be mailed to each Holder of a Warrant a notice
		specifying (i) the date on which any such record is to be taken for the purpose
		of such dividend, distribution or right, and stating the amount and character
		of such dividend, distribution or right and (ii) the date on which any such
		reorganization, reclassification, recapitalization, transfer, consolidation,
		merger, dissolution, liquidation or winding-up is to take place, and the time,
		if any, as of which the Holders of record of Underlying Securities shall be
		entitled to exchange their shares of Underlying Securities for securities or
		other property deliverable upon such reorganization, reclassification,
		recapitalization, transfer, consolidation, merger, dissolution, liquidation or
		winding-up. Such notice shall be mailed at least 20 days prior to the date
		therein specified.
	 

	 
		 
	 

	 
		 
	 

	 
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		10. Reservation of Stock Issuable on Exercise of
		Warrants. The Company shall at all
		times reserve and keep available, solely for issuance and delivery upon the
		exercise of the Warrants, all shares of Common Stock (or Other Securities) from
		time to time issuable upon the exercise of the Warrants.
	 

	 
		11. 
		Listing on Securities Exchanges; Registration; Issuance of Certain
		Securities. In furtherance and not in
		limitation of any other provision of this Warrant, if the Company at any time
		shall list any Common Stock (or Other Securities) on any national securities
		exchange or Nasdaq, the Company shall, at its expense, simultaneously list the
		Underlying Securities from time to time issuable upon the exercise of the
		Warrants on such exchange or Nasdaq, upon official notice of issuance.
	 

	 
		12. Exchange of Warrants. Subject to the provisions of Section 2, upon surrender
		for exchange of this Warrant, properly endorsed, to the Company, as soon as
		practicable (and in any event within three Business Days) the Company at its
		own expense shall issue and deliver to or upon the order of the Holder thereof
		a new Warrant or Warrants of like tenor, in the name of such Holder or as such
		Holder (upon payment by such Holder of any applicable transfer taxes) may
		direct, calling in the aggregate on the face or faces thereof for the number of
		shares of Common Stock called for on the face of this Warrant so
		surrendered.
	 

	 
		13. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to
		the Company of the loss, theft, destruction or mutilation of this Warrant and,
		in the case of any such loss, theft or destruction, upon delivery of an
		indemnity agreement or other collateral reasonably satisfactory in form and
		amount to the Company and its transfer agent or, in the case of any such
		mutilation, upon surrender and cancellation of this Warrant, the Company at its
		expense shall execute and deliver, in lieu thereof, a new Warrant of like
		tenor.
	 

	 
		14. Warrant Agent.
		The Company may, by written notice to each Holder of a Warrant, appoint an
		agent having an office in New York, New York, for the purpose of issuing Common
		Stock (or Other Securities) upon the exercise of the Warrants pursuant to
		Section 3, exchanging Warrants pursuant to Section 12, and replacing Warrants
		pursuant to Section 13, or any of the foregoing, and thereafter any such
		issuance, exchange or replacement, as the case may be, shall be made at such
		office by such agent.
	 

	 
		15. Remedies; Enforcement Expenses. The Company stipulates that the remedies at law of the
		Holder of this Warrant in the event of any default or threatened default by the
		Company in the performance of or compliance with any of the terms of this
		Warrant may not be adequate, and that such terms may be specifically enforced
		by a decree for the specific performance of any agreement contained herein or
		by an injunction that may be sought against a violation of any of the terms
		hereof or otherwise. The Company agrees to pay all costs and expenses of
		enforcement of this Warrant in the event of any default or threatened default
		by the Company in the performance of or compliance with any of the terms of
		this Warrant, including, without limitation, reasonable attorneys’ fees
		and expenses.
	 

	 
		16. No Rights as Stockholder. This Warrant does not entitle the Holder hereof to any
		voting rights or other rights as a stockholder of the Company prior to the
		exercise hereof. 
	 

	 
		 
	 

	 
		 
	 

	 
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		17. Negotiability.
		Subject to Section 2, this Warrant is issued upon the following terms, to all
		of which each Holder or owner hereof by the taking hereof consents and agrees
		that:
	 

	 
		(a) subject to the provisions of this
		Warrant and the Purchase Agreement, title to this Warrant may be transferred by
		endorsement (by the Holder hereof executing the form of assignment at the end
		hereof); and
	 

	 
		(b) until this Warrant is transferred on the
		books of the Company, the Company may treat the registered Holder hereof as the
		absolute owner hereof for all purposes, notwithstanding any notice to the
		contrary.
	 

	 
		18. Governing Law; Jurisdiction. This Warrant shall be governed by and construed in
		accordance with the laws of the State of New York without regard to principles
		of conflicts of law. Each of the Holder and the Company hereby irrevocably
		consents and submits to the jurisdiction of any New York State or United States
		Federal Court sitting in the State of New York, County of New York, over any
		action or proceeding arising out of or relating to this Warrant and irrevocably
		consents to the service of any and all process in any such action or proceeding
		in the manner for the giving of notices at its address specified in Section 20.
		Each of the Holder and the Company further waives any objection to venue in the
		State of New York, County of New York and any objection to an action or
		proceeding in such state and county on the basis of forum non conveniens. Each of the Holder and the Company also waives any
		right to trial by jury.
	 

	 
		19. Headings. The
		headings of the sections of this Warrant are for convenience and shall not by
		themselves determine the interpretation of this Warrant.
	 

	 
		20. Notices. Any
		notice or other communication required or permitted to be given hereunder (each
		a “Notice”) shall be given in writing and shall be made by
		personal delivery or sent by courier or certified or registered first-class
		mail (postage pre-paid), addressed to a party at its address shown below or at
		such other address as such party may designate by three days’ advance
		Notice to the other party.
	 

	 
		Any Notice to the Holder shall be sent to
		the address for such Holder set forth on books and records of the
		Company.
	 

	 
		Any Notice to the Company shall be sent
		to:
	 

	 
		AXS-One Inc.
	 

	 
		301 Route 17 North
	 

	 
		Rutherford, New Jersey 07070
	 

	 
		Attention: Chief Financial Officer
	 

	 
		Each Notice shall be deemed given and
		effective upon receipt (or refusal of receipt).
	 

	 
		 
	 

	 
		 
	 

	 
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		21. Severability.
		Whenever possible, each provision of this Warrant shall be interpreted in such
		a manner as to be effective and valid under applicable law, but if any
		provision of this Warrant shall be deemed prohibited or invalid under such
		applicable law, such provision shall be ineffective to the extent of such
		prohibition or invalidity, and such prohibition or invalidity shall not
		invalidate the remainder of such provision or any other provision of this
		Warrant.
	 

	 
		22. Amendments and Waivers. Any provision of this Warrant may be amended and the
		observance of any provision of this Warrant may be waived (either generally or
		in a particular instance and either retroactively or prospectively), only with
		the written consent of the Company and the Holder of the Warrant.
	 

	 
		23. Construction.
		Words (including capitalized terms defined herein) in the singular shall be
		held to include the plural and vice versa as the context requires. The words
		“herein”, “hereinafter”, “hereunder”
		and words of similar import used in this Warrant shall, unless otherwise
		stated, refer to this Warrant as a whole and not to any particular provision of
		this Warrant. All references to “$” in this Warrant and the other
		agreements contemplated hereby shall refer to United States dollars (unless
		otherwise specified expressly). Any reference to any gender includes the other
		genders.
	 

	 
		[signature page follows]
	 

	 
		 
	 

	 
		 
	 

	 
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		IN WITNESS WHEREOF, the Company has caused
		this Warrant to be signed by its duly authorized officer as of __________ __,
		2007.
	 

	 
		 
	 

	 
			 	 	
				
				  AXS-ONE INC.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	  
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Attest:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
					

 

	 
		 
	 

	 
		 
	 

	 
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		FORM OF SUBSCRIPTION
	 

	 
		(To be signed only upon exercise of
		Warrant)
	 

	 
		To: AXS-ONE INC.
	 

	 
		The undersigned, the Holder of the within
		Warrant, hereby irrevocably elects to exercise the purchase right represented
		by such Warrant for, and to purchase thereunder,
		     * shares of Common Stock of AXS-One Inc., and
		herewith makes payment of $__________ and requests that the certificates for
		such shares be issued in the name of, and delivered to, ___________________,
		whose address is _______________________.
	 

	 
		The undersigned, the Holder of the within
		Warrant, hereby irrevocably elects to convert the attached Warrant into shares
		in the manner specified in such Warrant. This conversion is exercised with
		respect to _______ of the shares covered by such Warrant.
	 

	 
		[Strike paragraph above that does not
		apply.]
	 

	 
		The undersigned represents that the
		undersigned is acquiring such securities for its own account for investment and
		not with a view to or for sale in connection with any distribution thereof
		(except for any resale pursuant to, and in accordance with a valid registration
		statement effective under the Securities Act of 1933).
	 

	 
		Dated: 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  (Signature must conform in all
				  respects to the name of the Holder as specified on the face of the
				  Warrant)
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				             (Address)
				

			 

 

	 
			
				
				  *
				

			 	
				
				  Insert here the number of shares
				  called for on the face of the Warrant (or, in the case of a partial exercise,
				  the portion thereof as to which the Warrant is being exercised).
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		FORM OF ASSIGNMENT
	 

	 
		(To be signed by the Holder only upon
		transfer of Warrant)
	 

	 
		For value received, the undersigned hereby
		sells, assigns and transfers unto _________________________ the right
		represented by the within Warrant to purchase _________ shares of Common Stock
		of AXS-One Inc. to which the within Warrant relates, and hereby does
		irrevocably constitute and appoint ______________________________ Attorney to
		transfer such right on the books of AXS-One Inc. with full power of
		substitution in the premises. The Warrant being transferred hereby is one of
		the Warrants issued by AXS-One Inc. as of May 29, 2007 to purchase an aggregate
		of 2,000,000 shares of Common Stock.
	 

	 
		Dated: _______________
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  (Signature must conform in all
				  respects to name of Holder as specified on the face of the Warrant)
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				             (Address)
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Signature guaranteed by a bank or
				  trust company having its principal office in New York City or by a Member Firm
				  of the New York Stock Exchange or American Stock Exchange
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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