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Forbearance Agreement

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FORBEARANCE AGREEMENT

This Forbearance Agreement (this " Agreement" ) is entered into as of May 15, 2007, by and between SILICON VALLEY BANK , a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017 (" Bank" ) and AXS-ONE INC. , a Delaware corporation with its chief executive office located at 301 Route 17 North, Rutherford, New Jersey 07070 (" Borrower" ).

1.

DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS . Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of September 13, 2005, evidenced by, among other documents, a certain Amended and Restated Loan and Security Agreement dated as of September 13, 2005, between Borrower and Bank, as amended by a certain First Loan Modification Agreement dated as of March 14, 2006, between Borrower and Bank, as further amended by a certain Second Loan Modification Agreement dated as of October 31, 2006, between Borrower and Bank, as further amended by a certain Third Loan Modification Agreement dated as of November 11, 2006, between Borrower and Bank, and as further amended by a certain Fourth Loan Modification Agreement dated as of March 6, 2007, between Borrower and Bank (as amended, the " Loan Agreement" ). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2.

DESCRIPTION OF COLLATERAL . Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement and the Intellectual Property Collateral as described in a certain Intellectual Property Security Agreement dated as of October 31, 2006 (the " IP Security Agreement" ) (together with any other collateral security granted to Bank, the " Security Documents" ). Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the " Existing Loan Documents" .

3.

ACKNOWLEDGMENT OF DEFAULT; FORBEARANCE BY BANK . Borrower acknowledges that it is currently in default under the Loan Agreement by virtue of its failure to comply with the financial cov
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