INTELLECTUAL PROPERTY SECURITY AGREEMENT

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

      This Intellectual Property Security Agreement (this "IP Agreement") is

made as of the 31st day of October, 2006, by and between AXS-ONE INC., a

Delaware corporation with its chief executive office located at 301 Route 17

North, Rutherford, New Jersey 07070 ("Grantor"), and SILICON VALLEY BANK, a

California corporation 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 ("Lender").

                                    RECITALS

      A.    Lender has agreed to make advances of money and to extend certain

financial accommodations to, among others, Grantor (the "Loan"), pursuant to a

certain Amended and Restated Loan and Security Agreement dated as of September

13, 2005 (as amended, the "Loan Agreement"). The Loan is secured pursuant to the

terms of the Loan Agreement. Lender is willing to enter into certain financial

accommodations with Grantor, but only upon the condition, among others, that

Grantor shall grant to Lender a security interest in certain Copyrights,

Trademarks, Patents, and Mask Works, and other assets, to secure the obligations

of Grantor under the Loan Agreement. Defined terms used but not defined herein

shall have the same meanings as in the Loan Agreement.

      B.    Pursuant to the terms of the Loan Agreement, Grantor has granted to

Lender a security interest in all of Grantor's right title and interest, whether

presently existing or hereafter acquired in, to and under all of the Collateral

(as defined therein).

      NOW, THEREFORE, for good and valuable consideration, receipt of which is

hereby acknowledged and intending to be legally bound, as collateral security

for the prompt and complete payment when due of Grantor's Indebtedness (as

defined below), Grantor hereby represents, warrants, covenants and agrees as

follows:

      1.    Grant of Security Interest. As collateral security for the prompt

and complete payment and performance of all of Grantor's present or future

indebtedness, obligations and liabilities to Lender (hereinafter, the

"Indebtedness"), including, without limitation, under the Loan Agreement,

Grantor hereby grants a security interest in all of Grantor's right, title and

interest in, to and under its registered and unregistered intellectual property

collateral (all of which shall collectively be called the "Intellectual Property

Collateral"), including, without limitation, the following:

            (a)   Any and all copyright rights, copyright applications,

      copyright registrations and like protections in each work or authorship

      and derivative work thereof, whether published or unpublished, registered

      or unregistered, and whether or not the same also constitutes a trade

      secret, now or hereafter existing, created, acquired or held, including

      without limitation those set forth on EXHIBIT A attached hereto

      (collectively, the "Copyrights");

            (b)   Any and all trade secret rights, including any rights to

      unpatented inventions, know-how, operating manuals, license rights and

      agreements, and confidential information, and any and all intellectual

      property rights in computer software and computer software products now or

      hereafter existing, created, acquired or held;

            (c)   Any and all design rights which may be available to Grantor

      now or hereafter existing, created, acquired or held;

            (d)   All patents, patent applications and like protections

      including, without limitation, improvements, divisions, continuations,

      renewals, reissues, extensions and continuations-in-part of the same,

      including without limitation the patents and patent applications set forth

      on EXHIBIT B attached hereto (collectively, the "Patents");

            (e)   Any trademark and service mark rights, slogans, trade dress,

      and tradenames, trade styles, whether registered or not, applications to

      register and registrations of the same and like protections, and the

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      entire goodwill of the business of Grantor connected with and symbolized

      by such trademarks, including without limitation those set forth on

      EXHIBIT C attached hereto (collectively, the "Trademarks");

            (f)   All mask works or similar rights available for the protection

      of semiconductor chips, now owned or hereafter acquired, including,

      without limitation those set forth on EXHIBIT D attached hereto

      (collectively, the "Mask Works");

            (g)   Any and all claims for damages by way of past, present and

      future infringements of any of the rights included above, with the right,

      but not the obligation, to sue for and collect such damages for said use

      or infringement of the intellectual property rights identified above;

            (h)   All licenses or other rights to use any of the Copyrights,

      Patents, Trademarks, or Mask Works and all license fees and royalties

      arising from such use to the extent permitted by such license or rights,

      including, without limitation those set forth on EXHIBIT E attached hereto

      (collectively, the "Licenses"); and

            (i)   All amendments, extensions, renewals and extensions of any of

      the Copyrights, Trademarks, Patents, or Mask Works; and

            (j)   All proceeds and products of the foregoing, including without

      limitation all payments under insurance or any indemnity or warranty

      payable in respect of any of the foregoing.

      2.    Authorization and Request. Grantor authorizes and requests that the

Register of Copyrights and the Commissioner of Patents and Trademarks record

this IP Agreement, and any amendments thereto, or copies thereof.

      3.    Covenants and Warranties. Grantor represents, warrants, covenants

and agrees as follows:

            (a)   Grantor is now the sole owner of the Intellectual Property

      Collateral, except for non-exclusive licenses granted by Grantor to its

      customers in the ordinary course of business.

            (b)   Performance of this IP Agreement does not conflict with or

      result in a breach of any material agreement to which Grantor is bound.

            (c)   During the term of this IP Agreement, Grantor will not

      transfer or otherwise encumber any interest in the Intellectual Property

      Collateral, except for non-exclusive licenses granted by Grantor in the

      ordinary course of business or as set forth in this IP Agreement;

            (d)   To its knowledge, each of the Patents is valid and

      enforceable, and no part of the Intellectual Property Collateral has been

      judged invalid or unenforceable, in whole or in part, and no claim has

      been made that any part of the Intellectual Property Collateral violates

      the rights of any third party;

            (e)   Grantor shall promptly advise Lender of any material adverse

      change in the composition of the Collateral, including but not limited to

      any subsequent ownership right of the Grantor in or to any Trademark,

      Patent, Copyright, or Mask Work specified in this IP Agreement;

            (f)   Grantor shall (i) protect, defend and maintain the validity

      and enforceability of the Trademarks, Patents, Copyrights, and Mask Works,

      (ii) use its best efforts to detect infringements of the Trademarks,

      Patents, Copyrights, and Mask Works and promptly advise Lender in writing

      of material infringements detected and (iii) not allow any Trademarks,

      Patents, Copyrights, or Mask Works to be abandoned, forfeited or dedicated

      to the public without the written consent of Lender, which shall not be

      unreasonably withheld, unless Grantor determines that reasonable business

      practices suggest that abandonment is appropriate.

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            (g)   Grantor shall take such further actions as Lender may

      reasonably request from time to time to perfect or continue the perfection

      of Lender's interest in the Intellectual Property Collateral;

            (h)   This IP Agreement creates, and in the case of after acquired

      Intellectual Property Collateral this IP Agreement will create, at the

      time Grantor first has rights in such after acquired Intellectual Property

      Collateral, in favor of Lender a valid and perfected first priority

      security interest and collateral assignment in the Intellectual Property

      Collateral in the United States securing the payment and performance of

      the obligations evidenced by the Loan Agreement;

            (i)   To its knowledge, except for, and upon, the filing of UCC

      financing statements, or other notice filings or notations in appropriate

      filing offices, if necessary to perfect the security interests created

      hereunder, no authorization, approval or other action by, and no notice to

      or filing with, any U.S. governmental authority or U.S. regulatory body is

      required either (a) for the grant by Grantor of the security interest

      granted hereby, or for the execution, delivery or performance of this IP

      Agreement by Grantor in the U.S. or (b) for the perfection in the United

      States or the exercise by Lender of its rights and remedies thereunder;

            (j)   All information heretofore, herein or hereafter supplied to

      Lender by or on behalf of Grantor with respect to the Inte