AXS ONE INC
EXHIBIT 10.45
<DOCUMENT>
<TYPE>EX-10.45
<SEQUENCE>4
<FILENAME>a2043411zex-10_45.txt
<DESCRIPTION>EXHIBIT 10.45
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.45

December 5, 2000



Mr. Dennis Piccininni
4 McLain Drive
Smithtown,  NY  11787


Dear Dennis:

This letter is to confirm our offer of employment to you under the following
terms and conditions to join AXS-One as President of the Tivity Division
reporting directly to me. This position is based out of our Rutherford, NJ
office, starting employment as soon as possible but no later than January 1,
2001. This offer will remain open for acceptance until December 11, 2000.

SALARY: Starting salary will be $7,500.00  semi-monthly,  paid on the 15th and
last business day of each month, which equates to 24 pay periods.

BONUS: You will be eligible for a bonus potential of $180,000.00 for on-target
earnings in 2001, based on achieving goals to be mutually agreed upon within 30
days of your hire date. Also within 30 days of joining, we will agree on
accelerators for over-target performance.

CAR  ALLOWANCE:  You will  also be  entitled  to an  automobile  allowance  of
$500.00 per month.

STOCK OPTIONS: We will recommend to the Board of Directors of AXS-One Inc. that
you be awarded a stock option grant of 150,000 shares at fair market value;
100,000 options will vest over a four (4) year period. The remaining 50,000
options will vest on the five year anniversary of the date of grant, with the
potential for accelerated vesting as follows based on achievement of milestones
to be defined within 30 days of date of hire. The options, if approved, are
subject to the terms and conditions as outlined in the AXS-One Inc. Stock Option
Plan, and will be issued on the first of the month following your date of hire.

When Tivity is spun off as a separate company, 20 percent of the shares will be
put aside for employee options to be distributed in a process similar to that
employed in AXS-One.

HOUSING/ACCOMMODATIONS: Recognizing the length of your commute, the company will
reimburse you for reasonable temporary living accommodations in order to
maximize your productivity and effectiveness. Given the nature of the position,
you understand that a significant amount of time will need to be spent with your
team in Rutherford. We will also reimburse you for set-up and on-going costs for
a home office.


<PAGE>


Mr. Dennis Piccininni
December 5, 2000
Page 2

CHANGE OF CONTROL: Upon the occurrence of a Change of Control of the Company (as
defined in the Stock Option Plan), all Options which are unvested at the time of
the Change of Control will be immediately vested.

      As used herein, a "Change of Control" of the Company shall be deemed to
      have occurred:

      I.    Upon the consummation, in one transaction or a series of related
            transactions, (A) of the sale or other transfer of voting power
            (including voting power exercisable on a contingent of deferred
            basis as well as immediately exercisable voting power) representing
            control of over 30% of the total voting power of the Company to a
            person or a group of related persons, who, on the date of this
            Agreement, does not have effective voting control of the Company,
            whether such sale or transfer results from a tender offer or
            otherwise; or (B) by which any person or group of related persons
            who becomes, after the Commencement Date, the "beneficial owner" of
            more than 70% of the total voting power of the Company, whether as a
            result of a tender offer or otherwise; or

      II.   Upon the consummation of a merger or consolidation in which the
            Company is a constituent corporation and in which the Company's
            shareholders immediately prior thereto will beneficially own,
            immediately thereafter, securities of the Company or any surviving
            or new corporation resulting therefrom having less than a majority
            of the voting power of the Company or any such surviving or new
            corporation: or

      III.  Upon the consummation of a sale, lease, exchange or other transfer
            or disposition by the Company of all or substantially all of its
            assets to any person or group or related persons.

SEVERANCE PACKAGE: If, at any time, the Company decides to terminate your
position for any reason other than for cause, then the Company will provide
severance as follows: a) equal to 3 months of your base salary payable in 6
semi-monthly installments during first year of employment, b) equal to 6 months
of your base salary payable in 12 semi-monthly installments during second year
of employment and c) equal to 12 months of your base salary payable in 24
semi-monthly installments thereafter.

BENEFITS: AXS-One provides its employees with medical, dental, vision and
prescription insurance coverage effective date of hire. Optional dependent
coverage is available at a cost split by AXS-One and the employee. Life
insurance, long term disability and short term disability are also effective
date of hire. Please see attached Outline of Benefit Summary for details, which
includes all benefits offered at this time, including holidays, vacation and
other time off. In addition, the Company offers a 401(k) savings plan which
includes a 50% employer match (subject to certain restrictions), also explained
in the Summary.




<PAGE>

Mr. Dennis Piccininni
December 5, 2000
Page 3


EMPLOYMENT: AXS-One is an equal opportunity employer. In addition, it should be
understood that employment is "at will", as defined under the laws of New
Jersey, and thus such employment can be terminated with or without cause, at the
option of either party.

CONFIDENTIALITY: You agree that any confidential information that becomes
available to you in the course of employment is the sole property of AXS-One and
shall not be used by you for any purpose other than fulfilling your position's
objectives. This applies while an active or inactive employee. A partial list of
items covered by Confidentiality include:

o     Employee Lists                     o     Technical Product Knowledge
o     Customer Lists                     o     Confidential Financial Data
o     Prospect Lists                     o     Product Price Lists
o     Product Materials                  o     Sales/Marketing Strategy

The above information and any other confidential material will remain
confidential for a period of two years after employment at AXS-One, except for
customer lists and possible other technical data, which remains confidential in
perpetuity unless AXS-One makes it available to the public.

Please countersign this offer of employment and Non-Disclosure Agreement and
return to me to officially indicate your acceptance.

This offer is contingent upon your review and acceptance of our Offer Letter, a
favorable response from your references, and our review of verification of your
identity and employment authorization documents as set forth in the Immigration
Reform and Control Act. Please see the attached list of acceptable documents.
You must bring these documents with you on your first day of employment. It is
understood that legal fees associated with obtaining these documents are solely
your responsibility.

Sincerely,



John A. Rade
Chief Executive Officer



================================================================================

      I ACCEPT:



      ----------------------------------------  --------------------------
      Dennis Piccininni                         Date
================================================================================


<PAGE>




December 13, 2000


Mr. Dennis Piccininni
4 McLain Drive
Smithtown,  NY  11787

Dear Dennis:

This is an addendum to your offer letter of December 5, 2000.

Per our conversation of this morning, when Tivity is spun off as a separate
company, your title will be President/CEO.

Sincerely,



John A. Rade
Chief Executive Officer

</TEXT>
</DOCUMENT>
