INVESTOR RIGHTS AGREEMENT WAIVER AND MODIFICATION

Exhibit 10.9

INVESTOR RIGHTS AGREEMENT WAIVER
AND MODIFICATION

     This Investor Rights Agreement Waiver and Modification, dated as of July 24, 2008 (this “ Modification ”), amends the Investor Rights Agreement, dated as of May 29, 2007 (the “ Agreement ”), by and among AXS-One Inc., a Delaware corporation (the “ Company ”), and the purchasers listed on Schedule 1 attached thereto (the “ Purchasers ”). Terms not otherwise defined herein which are defined in the Agreement shall have the same respective meanings herein as therein.

     WHEREAS, the Registration Statement on Form S-3 originally filed pursuant to the Agreement (the “ Original Registration ”) is no longer effective;

     WHEREAS, Section 7(f) of the Agreement provides that the provisions of the Agreement may be amended and that departures, modifications and waivers may be given, by a writing signed by the Company and the holders of at least a majority of the Registrable Securities (as defined in the Agreement); and

     WHEREAS, the Company and the undersigned Purchasers, constituting holders of at least a majority of the Registrable Securities have agreed to modifications, departures and waivers with respect to certain provisions of the Agreement as specifically set forth in this Modification.

     NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.  Waiver . Except as set forth in Section 2 below, the Purchasers hereby waive the past, present and future requirements under the Agreement , that the Company (a) keep the Original Registration