AXS-ONE INC. COMMON STOCK PURCHASE WARRANT

Exhibit 10.2

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, Sand Hill Finance, LLC, a California limited liability company, or its 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 on or after May 22, 2008, and before 5:00 P.M., New York City time, on May 22, 2015 (the “ Expiration Date ”), One Hundred Thousand (100,000) 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.

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.

“ 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.

“ 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.

“ Market Price ” means with respect to any securities at any date (i) if the principal trading market for such securities is an 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 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 19.

“ Original Issue Date ” means May 22, 2008.

“ 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.

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

“ 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 100,000 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 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 Company shall provide notice to the Holder in the event that the Company proposes to register any of the Underlying Securities under the Securities Act and, at the written request of the Holder, shall include the Underlying Securities purchasable or purchased by such Holder pursuant to this Warrant in any applicable registration statement.

2. Sale or Exercise Without Registration . If, at the time of any exercise, 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 exercise, 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 exercise, transfer or exchange may be made without registration under the Securities Act and without registration or qualification under any applicable Blue Sky Laws.

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3. Exercise of Warrant .

3.1. Exercise in Full . Subject to the provisions hereof (including Section 10 hereof), at any time on or after May 22, 2008, 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 (including Section 10 hereof), at any time on or following May 22, 2008, 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 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. 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.

4. Delivery of Stock Certificates on Exercise . As soon as practicable after the exercise of this Warrant in full or in part, 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.

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