Exhibit 10.2

THIRD AMENDMENT

EMPLOYMENT AGREEMENT

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Third Amendment”) is made the 30th day of June, 2009, by and between AXS-One Inc., a Delaware corporation (the “Company”), and Joseph P. Dwyer (the “Employee”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Employment Agreement (as defined below).

WHEREAS, the Company and the Employee are parties to an Employment Agreement dated as of February 15, 2007, as amended by a First Amendment to Employment Agreement dated as of August 12, 2008 and a Second Amendment to Employment Agreement dated as of January 27, 2009 (collectively, the “Employment Agreement”), pursuant to which the Company retained the Employee to serve as Executive Vice President, Treasurer, Secretary and Chief Financial Officer of the Company; and

WHEREAS, the parties now wish to effect certain changes to the severance benefits payable to the Employee pursuant to the Employment Agreement and in accordance with that certain Agreement and Plan of Merger dated as of April 16, 2009 (the “Merger Agreement”) by and among Unify Corporation (“Parent”), UCAC, Inc. and the Company.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Employee hereby agree as follows:

1. Amendments. The following provisions of the Employment Agreement are hereby amended as follows:

(a) Section 10(a) of the Employment Agreement is amended by deleting the first paragraph thereof and substituting the following therefor:

‘‘(a) Effect of Termination. If the employment of the Employee is terminated by the Company (or a successor thereto) without Serious Cause (including by cancellation or non-renewal of this Agreement) or the Employee terminates employment with the Company (or a successor thereto) for Good Reason and, in either case, the Employee’s employment is terminated under circumstances constituting an Involuntary Separation from Service within the meaning of Treasury Regulations Section 1.409A-1(n) and within the period beginning on the date that a Change of Control is formally proposed to the Company’s Board of Directors and ending on the second anniversary of the date on which such Change of Control occurs, the Company shall pay the Employee a separation pay benefit (the “Change of Control Severance Payments”) equal to the amount of the Severance Payments payable pursuant to Section 9(e) hereof (i.e., nine (9) months of the Employee’s annual rate of base salary (as of the Employee’s Separation from Service date)), payable over a nine-month period as provided in Section 9(e) hereof; provided, that if Parent sells or otherwise transfers all or substantially all of the Company’s assets prior to the end of such nine-month period, or if Parent is acquired (by merger, tender offer or otherwise) by a third-party acquirer prior to the end of such nine-month period, then Parent (or the surviving company) shall, within five business days following such change of control event, pay to the Employee, in a lump sum, the full amount of the remaining Change of Control Severance Payments. For purposes of this Section 10(a), the Employee’s “annual rate of base salary” means such rate as was in effect on the original effective date of the Employment Agreement (i.e., $250,000). In addition, if COBRA continuation coverage under any Company (or successor) healthcare plan is elected, the Company (or successor) shall provide such coverage at no cost to the Employee for the period of the COBRA coverage or eighteen months, whichever is shorter. The Employee will also be entitled to prompt payment of (A) any accrued but unpaid salary, automobile allowance and vacation, (B) any earned but unpaid bonus (subject, if applicable, to the terms of any deferred compensation arrangements), and (C) reimbursement of business expenses incurred prior to the date of termination.”

(b) Section 10 of the Employment Agreement is amended by adding the following as a new subsection (c) as follows:

“(c) Management Performance Shares. For purposes of this Section 10(c), the terms “Net License Revenue”, “Old Notes”, “Earn-Out” and “Parent Shares” have the meanings ascribed to such terms in the Merger Agreement. In addition to the Change of Control Severance Payments described above, if the employment of the Employee is terminated by the Company (or a successor thereto) without Serious Cause (including by cancellation or non-renewal of this Agreement) or the Employee terminates employment with the Company (or a successor thereto) for Good Reason and, in either case, the Employee’s employment is terminated under circumstances constituting an Involuntary Separation from Service within the meaning of Treasury Regulations Section 1.409A-1(n) and within the period beginning on the date that a Change of Control pursuant to the Merger Agreement is formally proposed to the Company’s Board of Directors and ending on the second anniversary of the date on which such Change of Control occurs, the Employee will be eligible to receive additional compensation in the form of earn-outs (collectively, the “Management Performance Shares”) based upon Net License Revenue recorded over the same period in which the holders of Old Notes will be eligible to receive their Earn-Out shares. The Management Performance Shares shall be earned and distributed in accordance with the provision of Section 4.7(b) of the Merger Agreement, so that after holders of Old Notes have received 2,580,000 Parent Shares (as adjusted to reflect stock splits, stock dividends and reverse stock splits of Parent) as Earn-Out, the Employee will receive 21.90% of one-half of the next 342,500 Parent Shares (as adjusted to reflect stock splits, stock dividends and reverse stock splits of Parent) distributed as Earn-Out, up to a maximum of 37,500 Parent Shares. Issuance of the Management Performance Shares will be made to the Employee on the same basis as the issuance of Earn-Out Parent Shares to the holders of Old Notes. The protective provisions described in Section 4.7 of the Merger Agreement shall apply for the benefit of the Employee as if incorporated in this Section 10(c).”

(c) The phrase “(such period to be eighteen (18) months in the case of a termination resulting in payments pursuant to Section 10)” contained in subsections (a) and (b) of Section 11 is deleted in its entirety.

2. Effect of Amendment. The parties hereby agree and acknowledge that except as provided in this Third Amendment, the Employment Agreement remains in full force and effect and has not been modified or amended in any other respect, it being the intention of the Company and the Employee that this Third Amendment and the Employment Agreement be read, construed and interpreted as one and the same instrument.

3. Governing Law. This Third Amendment shall be interpreted under, and construed in accordance with, the laws of the State of New Jersey, exclusive of its choice of law provisions.

4. Counterparts. This Third Amendment may be executed and delivered (including by facsimile or electronic transmission) in multiple counterparts, each of which shall be an original, so that all of which taken together shall constitute one and the same instrument.

5. Further Assurances. Each of the parties hereto will, at the request of the other party, execute, deliver and acknowledge, without any consideration, such additional documents, instruments or certificates or do or cause to be done such other things as are reasonably necessary or desirable to make effective the agreements and transactions contemplated by this Third Amendment.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment on the year and date first above written.

AXS-ONE INC.

By: /s/ William P. Lyons

Name: William P. Lyons

Title: Chief Executive Officer

EMPLOYEE:

/s/ Joseph P. Dwyer

Joseph P. Dwyer

[Signature Page to Third Amendment to Employment Agreement]

AXS ONE INC 8-K