<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>24
<FILENAME>ex10-9_14663.txt
<DESCRIPTION>ZUCKER EMPLOYMENT AGREEMENT DATED 01-01-2006
<TEXT>
                                                                    EXHIBIT 10.9
                                                                    ------------

                                [BRIDGELINE LOGO]

                              EMPLOYMENT AGREEMENT

     Bridgeline Software, Inc., a Delaware Corporation (the "EMPLOYER" or the
"COMPANY") and Brett Zucker (the "Employee"), in consideration of the mutual
promises made herein, agree as follows:

                                    ARTICLE 1

                               TERM OF EMPLOYMENT

SECTION 1.1 SPECIFIED PERIOD. Employer hereby employs Employee, and Employee
hereby accepts employment with Employer for the term of one (1) year, with the
period beginning on January 1, 2006 (the "COMMENCEMENT DATE"), and terminating
on December 31, 2006 ("INITIAL TERM").

SECTION 1.2 SUCCEEDING TERM. At the end of the Initial Term, or any succeeding
one year term, this Employment Agreement shall renew for successive periods of
one (1) year each (a "SUCCEEDING TERM") only if the Employer gives written
notice to Employee not less than sixty (60) days prior to the end of the Initial
Term. If such notice of renewal is not provided to the Employee by the Employer
this Employment Agreement will terminate, except the provisions of Sections 2.3,
2.4, 2.5 and 2.6 shall continue in force so long as the Employee remains
employed by the Employer or any Affiliate of the Employer, whether under this
Agreement or not, and whether as a consultant or not, and shall survive any
termination of employment under this Agreement for the periods specified
therein, all as is more specifically provided in Section 7.10. Once this
Employment Agreement terminates then the Employee shall become an employee at
will at the end of the Initial Term or Succeeding Term.

SECTION 1.3 EMPLOYMENT TERM DEFINED. As used herein, the phrase "employment
term" refers to the entire period of employment of Employee by Employer
hereunder, whether such employment is during the Initial Term, Succeeding Term
or, following the end of the Succeeding Term, as an employee at will.

                                    ARTICLE 2

                       DUTIES AND OBLIGATIONS OF EMPLOYEE

SECTION 2.1 GENERAL DUTIES. . Employee shall serve as Executive Vice President
and General Manager for the New York region of the Employer. In such capacity,
Employee shall do and perform all services, acts or things consistent within the
scope of his employment and with the Employee's skill and expertise in
accordance with the instructions of and policies set by Employer's Chief
Executive Officer, or his designee. Employee shall perform such services at 104
West 40th Street, New York, NY 10018 or at such other location as may be
designated by Employer. The Employee shall be available to make business trips
both within and outside the United States for the purpose of meeting with and
consulting with other members of the Employer's management, as well as with
present and proposed customers and parties with whom the Employer does business,
all on such reasonable terms, bearing in mind the position of the Employee.

<PAGE>

SECTION 2.2 DEVOTION TO EMPLOYER'S BUSINESS.

                  (a) Employee shall devote his best efforts and entire
productive time, ability and attention to diligently promote and improve the
business of Employer during the Term.

                  (b) Employee shall not engage in any other business duties or
pursuits whatsoever, or directly or indirectly render any services of a
business, commercial or professional nature to any other person or organization,
whether for compensation or otherwise, without the prior written consent of the
Employer's President & CEO. This Agreement shall not be interpreted to prohibit
Employee from making passive personal investments or conducting private business
affairs if those private business affairs do not materially interfere with the
services required under this Agreement.

SECTION 2.3 CONFIDENTIAL INFORMATION; TANGIBLE PROPERTY; COMPETITIVE ACTIVITIES.

                  (a) Employee shall hold in confidence and not use or disclose
to any person or entity without the express written authorization of Employer,
either during the term of employment or any time thereafter, secret or
confidential information of Employer, as well as secret or confidential
information and materials received in confidence from third parties by Employee
or Employer. If any confidential information described below is sought by legal
process, Employee will promptly notify Employer and will cooperate with Employer
in preserving its confidentiality in connection with any legal proceeding.

         The parties hereto hereby stipulate that, to the extent it is not known
publicly, the information described in this Section (herein referred to as
"Confidential Information") is important, material and has independent economic
value (actual or potential) from not being generally known to others who could
obtain economic value from its disclosure or use and that any breach of any
terms of this Section 2.3 is a material breach of this Agreement: (i) the names,
buying habits and practices of Employer's customers or prospective customers;
(ii) Employer's sales and marketing strategy and methods and related data; (iii)
the names of Employer's vendors and suppliers; (iv) cost of materials/services;
(v) the prices Employer obtains or has obtained or for which it sells or has
sold its products or services; (vi) development costs; (vii) compensation paid
to employees or other terms of employment; (viii) Employer's past and projected
sales volumes; (ix) confidential information relating to actual products,
proposed products or enhancements of existing products, including, but not
limited to, source code, programming instructions, engineering methods and
techniques, logic diagrams, algorithms, development environment, software
methodologies, and technical specifications for the Employer's web design and
content management software. Confidential Information shall also include all
information which the Employee should reasonably understand is secret or
confidential information, provided the same is clearly designated as
confidential by marking or stamping "Confidential" or similar words on the cover
of such information, or by orally communicating such confidentiality and
confirming such confidentiality in a later written communication. Confidential
Information shall also include all information which the Employee should
reasonably understand is secret or confidential information, if the Employee has
participated in

                                        2
<PAGE>

or otherwise been involved with the development, analysis, invention or
origination of such Confidential Information belonging to the Employer,
including, without limitation, methods, know-how, formula, customer and supplier
lists, personnel and financial data, business plans, as well as product
information, product plans and product strategies. Notwithstanding the
foregoing, "Confidential Information" does not include any information which (A)
is now available to the public or which becomes available to the public, (B) is
or becomes available to the Employee from a source other than the Employer and
such disclosure is not a breach of a confidentiality agreement with the
Employer, or (C) is required to be disclosed by any government agency or in
connection with a court proceeding.

                  All Confidential Information, as well as all software code,
methodologies, models, samples, tools, machinery, equipment, notes, books,
correspondence, drawings and other written, graphical or electromagnetic records
relating to any of the products of Employer or relating to any of the
Confidential Information of Employer which Employee shall prepare, use,
construct, observe, possess, or control shall be and shall remain the sole
property of Employer and shall be returned by Employee upon termination of
employment.

                  (b) During his employment hereunder and for twelve (12) months
thereafter, Employee shall not, directly or indirectly, without the consent of
the Employer: (i) invest (except for the ownership of less than 3% of the
capital stock of a publicly held company), or hold a directorship or other
position of authority in any of the Employer's Direct Competitors ("DIRECT
COMPETITORS" defined as: any person or entity, or a department or division of an
entity, whereby more than 25% of the person's or entity's total revenues are
derived from the Competitive Services ("COMPETITIVE SERVICES" defined as design
and development for third parties of: Internet and Intranet Web sites and
solutions, content management or document management software, custom web
(internet) applications, and/or multimedia CDs and DVDs or services such as
Intranet and Extranet consulting services or Web hosting services)), (ii)
undertake preparation of or planning for an organization or offering of
Competitive Services, (iii) combine or collaborate with other employees or
representatives of the Employer or any third party for the purpose of
organizing, engaging in, or offering Competitive Services, or (iv) be employed
by, serve as a consultant to or otherwise provide services to (whether as
principal, partner, shareholder, member, officer, director, stockholder, agent,
joint venturer, creditor, investor or in any other capacity), or participate in
the management of a Direct Competitor or participate in any other business that
the Employer may be engaged or is planning to undertake in at the date of the
termination of this Agreement.

                  (c) During his employment hereunder and for twelve (12) months
thereafter, Employee shall not, directly or indirectly, without the consent of
the Employer: contact, recruit, solicit, induce or employ, or attempt to
contact, recruit, solicit, induce or employ, any employee, consultant, agent,
director or officer of the Employer to terminate his/her employment with, or
otherwise cease any relationship with, the Employer; or contact, solicit,
divert, take away or accept business from, or attempt to contact, solicit,
divert or take away, any clients, customers or accounts, or prospective clients,
customers or accounts, of the Employer, or any of the Employer's business with
such clients, customers or accounts which were, directly or indirectly,
contacted, solicited or served by Employee, or were directly or indirectly under
his responsibility, while Employee was employed by the Company, or the identity
of which Employee became aware during the term of his employment.

                                        3
<PAGE>

As used in this agreement the term "client," "customer," or "accounts" shall
include: (i) any person or entity that is a client, customer or account of the
Employer on the date hereof or becomes a client, customer or account of the
Employer during the covered period; (ii) any person or entity that was a client,
customer or account of the Employer at anytime during the two-year period
preceding the date of Employee's termination; and (iii) any prospective client,
customer or account to whom the Employer has made a presentation (or similar
offering of services) within a period of 180 days preceding the date of the
termination of Employee's employment.

                  (d) The covenants of this Section 2.3 shall be construed as
separate covenants covering their subject matter in each of the separate
counties and states in the United States in which Employer (or its Affiliates)
transacts its business. If at any time the foregoing provisions shall be deemed
to be invalid or unenforceable or are prohibited by the laws of the state or
place where they are to be enforced, by reason of being vague or unreasonable as
to duration or place of performance, this Section shall be considered divisible
and shall become and be immediately amended to include only such time and such
area as shall be determined to be reasonable and enforceable by the court or
other body having jurisdiction over this Agreement; and the Employer and the
Employee expressly agree that this Section, as so amended, shall be valid and
binding as though any invalid or unenforceable provision had not been included
herein.

                  (f) The Employee represents and warrants that Employee is free
to enter into this Agreement and to perform each of the terms and covenants
contained herein, and that doing so will not violate the terms or conditions of
any agreement between Employee and any third party.

SECTION 2.4 INVENTIONS AND ORIGINAL WORKS.

                  (a) Subject to Section 2.4(b) below, the Employee agrees that
he will promptly make full written disclosure to Employer, will hold in trust
for the sole right and benefit of Employer, and hereby assigns to Employer all
of his right, title and interest in and to any and all inventions (and patent
rights with respect thereto), original works of authorship (including all
copyrights with respect thereto), developments, improvements or trade secrets
which Employee may solely or jointly conceive or develop or reduce to practice,
or cause to be conceived or developed or reduced to practice, while performing
his duties under this Agreement.

                  Employee acknowledges that all original works of authorship
relating to the business of Employer which are made by him (solely or jointly
with others) within the scope of his duties under this Agreement and which are
protectable by copyrights are "works made for hire" as that term is defined in
the United States Copyright Act (17 U.S.C.A., Section 101), and that Employee is
an employee as defined under that Act. Employee further agrees from time to time
to execute written transfers to Employer of ownership or specific original works
or authorship (and all copyrights therein) made by Employee (solely or jointly
with others) which may, despite the preceding sentence, be deemed by a court of
law not to be "works made for hire" in such form as is acceptable to Employer in
its reasonable discretion.

                                        4
<PAGE>

                  (b) The parties agree that the "business of the Employer" for
the purposes of this Section 2.4 is acting as a "WEB DEVELOPMENT SERVICE
ENTERPRISE, ENGAGING A DIVERSE CLIENT LIST WITH TECHNOLOGY THAT WILL FURNISH
THEIR INTERNET OBJECTIVES, INCLUDING CONTENT MANAGEMENT, SITE USAGE, VISITOR
INTELLIGENCE, CAMPAIGN TRACKING, DATA MINING, RICH MEDIA, FORMS AND DOCUMENT
MANAGEMENT, GRANT MANAGEMENT, MARKETING MANAGEMENT." Employee shall provide to
Employer, and attach hereto as Exhibit 2.4(b), a list identifying and describing
in reasonable detail all inventions (and patent rights with respect thereto),
original works of authorship (including all copyrights with respect thereto),
developments, improvements, concepts or trade secrets which Employee has solely
or jointly conceived or developed or reduced to practice, or caused to be
conceived or developed or reduced to practice to date, and other intellectual
property of the Employee. For the avoidance of doubt, Employee will identify on
Exhibit 2.4(b) with sufficient detail any intellectual property belonging to the
Employee prior to the date hereof, including that related to the business of the
Employer (collectively the "Employee's Personal Intellectual Property").
Employer acknowledges and agrees that the provisions of Section 2.4(a) shall not
apply to Employee's Personal Intellectual Property or to any inventions (and
patent rights with respect thereto), original works of authorship (including all
copyrights with respect thereto), developments, improvements, concepts or trade
secrets conceived of or developed by Employee during the term of this Agreement
that is not Employer Intellectual Property.

SECTION 2.5 MAINTENANCE OF RECORDS. Except with respect to the Intellectual
Property for which the Employer has no rights, Employee agrees to keep and
maintain reasonable written records of all inventions, original works of
authorship, trade secrets developed or made by him (solely or jointly with
others) during the employment term. The Employee also agrees to make and
maintain adequate and reasonable written records customarily maintained by
corporate managers, including, without limitation, lists and telephone numbers
of persons and companies he has contacted during his engagement by the Employer.
Immediately upon the Employer's request and promptly upon termination of the
Employee's engagement with the Employer, the Employee shall deliver to the
Employer all written records as described in this Section, together with all
memoranda, notes, records, reports, photographs, drawings, plans, papers,
computer storage media, Confidential Information or other documents made or
compiled by the Employee or made available to the Employee during the course of
his engagement by the Employer, and any copies or abstracts thereof, whether or
not of a secret or confidential nature, and all of such records, memoranda or
other documents shall, during and after the engagement of the Employee by the
Employer, be and shall be deemed to be the property of the Employer.

SECTION 2.6 OBTAINING LETTERS PATENT AND COPYRIGHT REGISTRATION. During the
employment term hereunder, Employee agrees to assist Employer, at Employer's
expense, to obtain United States or foreign letters patent, and copyright
registrations (as well as any transfers of ownership thereof) covering
inventions and original works of authorship assigned hereunder to Employer. Such
obligation shall continue beyond the termination of this Agreement for a
reasonable period of time not to exceed one (1) year subject to Employer's
obligation to compensate Employee at such rates as may be mutually agreed upon
by the Employer and Employee at the time, but not exceeding the annualized rate
provided for in Section 4.1 of this Agreement, and reimbursement to Employee of
all expenses incurred.

                                        5
<PAGE>

                  If Employer is unable for any reason whatsoever, including
Employee's mental or physical incapacity to secure Employee's signature to apply
for or to pursue any application for any United States of foreign letters,
patent or copyright registrations (or any document transferring ownership
thereof) covering inventions or original works or authorship assigned to
Employer under this Agreement, Employee hereby irrevocably designates and
appoints Employer and its duly authorized officers and agents as Employee's
agent and attorney-in-fact to act for and in his behalf and stead to execute and
file any such applications and documents and to do all other lawfully permitted
acts to further the prosecution and issuance of letters patent or copyright
registrations or transfers thereof with the same legal force and effect as if
executed by Employee. This appointment is coupled with an interest in and to the
inventions and works of authorship and shall survive Employee's death or
disability. Employee hereby waives and quitclaims to Employer any and all claims
of any nature whatsoever which Employee now or may hereafter have against third
parties for infringement of any patents or copyrights resulting from or relating
to any such application for letters, patent or copyright registrations assigned
hereunder to Employer.

                                    ARTICLE 3

                            COMPENSATION OF EMPLOYEE

SECTION 3.1 ANNUAL SALARY. As compensation for his services hereunder,
Employee shall be paid a salary at the rate of One Hundred Twenty Thousand and
00/100 Dollars ($120,000.00) per year from the Commencement Date. Salary shall
be paid in equal installments not less frequently than twice each month.

SECTION 3.2 QUARTERLY BONUS. The Employee shall be eligible to be paid a
quarterly bonus earned in accordance with the terms set forth on Exhibit 4.2.

SECTION 3.3 TAX WITHHOLDING. Employer shall have the right to deduct or
withhold from the compensation due to Employee hereunder any and all sums
required for federal income and social security taxes and all state or local
taxes now applicable or that may be enacted and become applicable in the future,
for which withholding is required by law.

SECTION 3.4 INCENTIVE STOCK OPTIONS. The Employer may, at the Employer's
sole discretion, issue Incentive Stock Options to the Employee. All stock
options granted the Employee shall be subject to a stock option agreement, a
stock option plan and such other restrictions as are generally applicable to
stock options issued to employees of the Employer, as each may be amended from
time to time.

                                    ARTICLE 4

                                EMPLOYEE BENEFITS

SECTION 4.1 ANNUAL VACATION. Employee shall be entitled to fifteen (15) business
days of paid vacation during each year of this Agreement. Employee may be absent
from his employment for vacation at such times as are approved by the Employer's
President and CEO. Unused vacation shall not be carried over into the next year,
and will not be paid in the form of cash.

                                        6
<PAGE>

SECTION 4.2 BENEFITS. Employee shall be eligible to participate in any and all
benefit plans provided by Employer, including health, disability and life
insurance coverage should Employer elect to participate in any such plans.

SECTION 4.3 BUSINESS EXPENSES. Employer shall reimburse Employee for all
appropriate expenses for travel and entertainment by Employee for legitimate
business purposes, provided that they are approved in writing by the person to
whom the Employee reports, and provided that Employee furnishes to Employer
adequate records and documentary evidence for the substantiation of each such
expenditure, as required by the Internal Revenue Code of 1986, as amended.

                                    ARTICLE 5

                            TERMINATION OF EMPLOYMENT

SECTION 5.1 TERMINATION. Employee's employment hereunder may be terminated by
Employee or Employer as herein provided, without further obligation or
liability, except as expressly provided in this Agreement.

SECTION 5.2 RESIGNATION, RETIREMENT, DEATH OR DISABILITY. Employee's employment
hereunder shall be terminated at any time by Employee's resignation, or by
Employee's retirement, death, or his inability to perform the essential
functions of his position under this Agreement, with or without reasonable
accommodation, for a total of ninety (90) days or more in any continuous two
hundred (200) day period because of a substantial physical or mental impairment
("Disability"). Employer shall not be liable for payment of base or bonus
compensation during any period of disability, though benefits shall continue to
accrue.

SECTION 5.3 TERMINATION FOR CAUSE. Employee's employment hereunder may be
terminated for Cause. "Cause" is conduct, as determined by the Chief Executive
Officer, or his designee, involving one or more of the following: (i) gross
misconduct by the Employee; or (ii) the willful disregard of the rules or
policies of the Company; or (iii) the material violation of any noncompetition
or nonsolicitation covenant with, or assignment of inventions obligation to, the
Company; or (iv) the conviction of the Employee of a felony; or (v) the
commission of an act of embezzlement, fraud or breach of fiduciary duty which
results in loss, damage or injury to the Company; (vii) the failure of the
Employee to perform in a material respect his employment obligations as set
forth in this Agreement without proper cause and the continuation thereof after
delivery to Employee of written notice from the Employer specifying in
reasonable detail the nature of such failure. In making such determination, the
Chief Executive Officer (or his designee) shall act in good faith. For purposes
of this Section, no act, or failure to act, on the Employee's part shall be
considered "willful" unless done, or omitted to be done, by him not in good
faith and without reasonable belief that his action or omission was in the best
interest of the Employer.

                                        7
<PAGE>

SECTION 5.4 TERMINATION WITHOUT CAUSE; TERMINATION FOR GOOD REASON.
Employee's employment hereunder may be terminated without Cause upon ten (10)
business days' notice for any reason. Employee's employment may be terminated by
Employee at any time for Good Reason. For purposes of this Agreement, "Good
Reason" shall mean:

                  (a) failure of the Employer to continue Employee in the
position of Executive Vice President and General Manager for the New York region
of the Employer; (b) material diminution in the nature or scope of the
Employee's responsibilities, duties or authority (provided, however, any general
diminution of the business of the Employer, shall not constitute "Good Reason");
or (c) material failure of the Employer to provide the Employee the compensation
and benefits in accordance with the terms of Articles 3 and 4 hereof.

SECTION 5.5 EXPIRATION. Employee's employment hereunder shall be terminated upon
expiration of the Term of Employment as provided in Sections 1.1 and 1.2, unless
the parties agree that the Employee's employment shall become "at will."

SECTION 5.6 NOTICE OF TERMINATION. Any termination of the Employee's employment
by the Employer or by the Employee (other than termination by reason of
resignation, retirement, or death), shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall include the specific termination
provision in this Agreement relied upon, and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Employee's employment under the provision so indicated.

SECTION 5.7 DATE OF TERMINATION. The "Date of Termination" shall be: (a) if the
Employee's employment is terminated by his death, the date of his death; (b) if
the Employee's employment is terminated by reason of Employee's disability,
thirty (30) days after Notice of Termination is given; (c) if the Employee's
employment is terminated for Cause, the date the Notice of Termination is given
or after if so specified in such Notice of Termination; (d) if the Employee's
employment is terminated for any other reason, the date on which a Notice of
Termination is given.

                                    ARTICLE 6

                      PAYMENTS TO EMPLOYEE UPON TERMINATION

SECTION 6.1 DEATH, DISABILITY OR RETIREMENT. In the event of Employee's
Retirement, Death or Disability, all benefits generally available to Employer's
employees as of the date of such an event shall be payable to Employee or
Employee's estate, in accordance with the terms of any plan, contract,
understanding or arrangement forming the basis for such payment. Employee shall
be entitled to such other payments as might arise from any other plan, contract,
understanding or arrangement between Employee or Employer at the time of any
such event.

SECTION 6.2 TERMINATION FOR CAUSE OR RESIGNATION. In the event Employee is
terminated by Employer for Cause or Employee resigns (other than a Termination
by Employee for Good Reason), neither Employer nor any affiliate shall have any
further obligation to Employee under this Agreement or otherwise, except for
payment to Employee of any and all accrued salary and

                                        8
<PAGE>

bonuses, provision of COBRA health care continuation and otherwise as may be
expressly required by law.

SECTION 6.3 TERMINATION WITHOUT CAUSE; TERMINATION FOR GOOD REASON. Subject to
other provisions in this Article 6 to the contrary and during the Initial Term
and any Succeeding Annual Terms only, upon the occurrence of a termination
without Cause by Employer or a Termination for Good Reason by Employee, Employer
shall:

         (a) Pay to Employee any and all accrued salary, vacation and bonuses;

         (b) Pay to Employee, or in the event of Employee's subsequent death, to
Employee's surviving spouse, or if none, to Employee's estate, as severance pay
or liquidated damages, or both, during each calendar month for a period
extending over the number of months during which this Agreement would have
remained in effect, without renewal, but for such termination, a sum equal to
(i) the monthly rate of Salary payable under this Agreement for a period of six
(6) months, and (ii) an amount equal to the quarterly bonus paid or payable to
Employee over the two (2) quarters immediately prior to Employee's termination;

         (c) Cause any stock options issued to Employee which have not lapsed
and which are not otherwise exercisable to be accelerated so as to immediately
be exercisable by Employee;

         (d) Pay the Employer's portion of the COBRA health insurance
continuation premium in the same amount Employer contributed for Employee's
health insurance as of the date of Employee's termination through the remaining
period of months of the Initial Term or Succeeding Term and thereafter provide
COBRA health care continuation at Employee's cost (provided that the Employee
makes the required premium contributions); provided, however, that Employer's
obligation to contribute its portion of the COBRA insurance premium will cease
immediately in the event Employee becomes employed following termination.
Employee agrees to notify Employer immediately regarding such new employment;
and

         (e) Provide to Employee such other payments or benefits as may be
expressly required by law.

                                    ARTICLE 7

                               GENERAL PROVISIONS

SECTION 7.1 NOTICES. Any notices to be given hereunder by either party to the
other shall be in writing and may be transmitted by personal delivery or by
mail, first class, postage prepaid, or by electronic facsimile or email
transmission (with verification of receipt). Mailed notices shall be addressed
to the parties at their respective addresses set forth herein. Each party may
change that address by written notice in accordance with this section. Notices
delivered personally shall be deemed communicated as of the date of actual
receipt. Mailed notices shall be deemed communicated as of one day after the
date of mailing.

                                        9
<PAGE>

SECTION 7.2 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by,
construed and interpreted in accordance with the laws of the Commonwealth of
Massachusetts, without regard to its principles of conflicts of laws. Any action
or proceeding seeking to enforce any provision of, or based on any right arising
out of, this Agreement or any of the transactions contemplated hereby, shall be
brought against any of the parties in the courts of the Commonwealth of
Massachusetts, and each of the parties irrevocably submits to the exclusive
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding, waives any objection to venue laid therein, agrees
that all claims in respect of any action or proceeding shall be heard and
determined only in any such court and agrees not to bring any action or
proceeding arising out of or relating to this Agreement or any transaction
contemplated hereby in any other court. Process in any action or proceeding
referred to in the preceding sentence may be served on any party anywhere in the
world.

SECTION 7.3 ATTORNEY'S FEES AND COSTS. If Employer commences any action at law
or in equity against Employee to enforce the terms of this Agreement and
prevails in such action, Employee shall reimburse Employer its reasonable
attorneys' fees, costs and necessary disbursements in addition to any other
relief to which Employer may be entitled. This provision shall be construed as
applicable to the entire contract.

SECTION 7.4 ENTIRE AGREEMENT. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the subject matter contained herein and contains all of the covenants and
agreements between the parties with respect to that subject matter. Each party
to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not embodied herein, and that no other
agreement, statement or promise not contained in this Agreement shall be valid
or binding on either party.

SECTION 7.5 MODIFICATION. Any modification of this Agreement will be effective
only if it is in writing and signed by the Employee and properly authorized by
Employer's Board of Directors and signed by an officer of Employer.

SECTION 7.6 EFFECT OF WAIVER. The failure of either party to insist on strict
compliance with any of the terms, covenants or conditions of this Agreement by
the other party shall not be deemed a waiver of that term, covenant or
condition, nor shall any waiver or relinquishment of any right or power at any
one time or times be deemed a waiver or relinquishment of that right or power
for all or any other times.

SECTION 7.7 PARTIAL INVALIDITY. If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.

SECTION 7.8 ASSIGNMENT. The rights and obligations of the parties hereto shall
inure to the benefit of, and shall be binding upon, the successors and assigns
of each of them; provided, however, that the Employee shall not, during the
continuance of this Agreement, assign this Agreement without the previous
written consent of the Employer, and provided, further, that nothing contained
in this Agreement shall restrict or limit the Employer in any manner

                                       10
<PAGE>

whatsoever from assigning any or all of its rights, benefits or obligations
under this Agreement to any successor corporation or entity or to any affiliate
of the Employer without the necessity of obtaining the consent of the Employee.
"Affiliate" as used throughout this Agreement means any person or entity which
directly or indirectly controls, or is controlled by, or is under common control
with, the Employer.

SECTION 7.9 SPECIFIC PERFORMANCE. If there is any violation of the Employee's
obligations herein contained, the Employer, or any of its Affiliates, shall have
the right to specific performance in addition to any other remedy which may be
available at law or at equity.

SECTION 7.10 SURVIVAL OF SECTIONS. The provisions of Sections 2.3, 2.4, 2.5 and
2.6 shall continue in force so long as the Employee remains employed by the
Employer or any Affiliate of the Employer, whether under this Agreement or not,
and whether as a consultant or not, and shall survive any termination of
employment under this Agreement for the periods specified therein.
Notwithstanding the foregoing, the provision of Sections 2.5 shall survive for
only three years following any termination of employment under this Agreement.

SECTION 7.11 INJUNCTIVE RELIEF/ACKNOWLEDGEMENT. Employee understands and
acknowledges that the Employer's Proprietary Information, Inventions and good
will are of a special, unique, unusual, extraordinary character which gives them
a peculiar value, the loss of which cannot be reasonably compensated by damages
in an action at law. Employee understands and acknowledges that, in addition to
any and all other rights or remedies that the Employer may possess, Employer
shall be entitled to injunctive and other equitable relief, without posting a
bond, to prevent a breach or threatened breach of this Agreement (and/or any
provision thereof) by Employee . In the event that a court of appropriate
jurisdiction awards the Company injunctive or other equitable relief due to
Employee's breach of the terms of this Agreement, Employee agrees that the time
periods provided in Article 2.3 of this Agreement shall be tolled for the period
during which Employee is in breach of the Agreement, and shall resume once
Employee complies with such injunctive or other equitable relief.

         IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized officers as an instrument under seal at Woburn, Massachusetts on
this __ day of February, 2006.

EMPLOYER:                                     EMPLOYEE:
BRIDGELINE SOFTWARE, INC.

By: /S/ THOMAS L. MASSIE                     /S/ BRETT ZUCKER
    -------------------------                --------------------------
    Thomas L. Massie                         Brett Zucker
    President & CEO

                                       11
<PAGE>

                                EXHIBIT 2.4(B)

                    Employee's Personal Intellectual Property

































                                       12
<PAGE>

                                   EXHIBIT 4.2

      BRETT ZUCKER, INCENTIVE BONUS COMPUTATION

      JANUARY 1, 2006 TO DECEMBER 31, 2006

      2006 BONUS:

      YOU WILL HAVE THE OPPORTUNITY TO EARN A QUARTERLY INCENTIVE BONUS BASED ON
      THE ACHIEVEMENT OF NEW YORK OFFICE UTILIZATION, GROSS MARGIN, PRODUCT
      LICENSE REVENUE AND INDIA OUTSOURCING GOALS.

      A) UTILIZATION BONUS METRIC: For fiscal year 2006, you will entitlted to
      earn a quarterly bonus of $2,500 per quarter based on achieving New York
      regional office billability of 75% for each calendar quarter. Billability
      is defined as hours coded to projects that Bridgeline has recognized
      revenue on in the applicable calendar quarter. This amount is divided by
      the total billable hours in each calendar quarter, defined as the number
      of working days multiplied by 8 hours. To qualify for this bonus, such
      percentage must equal or exceed 75%. This bonus shall not be prorated if
      the combined billability of the office is less than 75%.

      Billable work is further defined as all time recorded on external client
      projects provided that such time worked is within the pre-approved
      budgeted parameters set forth for each project. In general, all time coded
      to internal (Bridgeline) projects (i.e. sales support, proposals,
      marketing, etc.) should be coded as non-billable.

      However, for bonus purposes only, should the pre-approved budget for an
      internal project equal or exceed twenty-four (24) hours, and the total
      hours worked for the applicable week(s) exceed 45 hours for each of the
      staff members involved, such project will be considered billable provided
      a new internal project number is established and hours worked on such
      projects are coded to that project as "billable".

      Lastly, external (client) projects always take priority over internal
      (non-billable) work, and if there is a conflict whereby the CEO in his
      discretion, allocates resources to internal work instead of external work,
      such hours worked shall be considered billable for such time, regardless
      if such hours do not exceed 24 hours expended on such work, provided the
      total hours worked for the applicable week(s) exceeds 45 hours for each of
      the staff members involved.

      B) GROSS MARGIN BONUS METRIC: For fiscal year 2006, you will be entitled
      to earn a quarterly incentive bonus equal to 1.0% of the actual delivered
      gross margin achieved by the New York regional office provided the
      quarterly gross margin equal or exceeds 56% of sales.

      Gross margin is defined as total revenue reduced by Cost of Sales that
      includes Direct Labor, 1099 Contract Labor, Cost of Hosting, and
      Production Overhead.

                                       13
<PAGE>

                             EXHIBIT 4.2 (CONTINUED)

      C) PRODUCT LICENSING REVENUE METRIC: You will be entitled to earn an
      additional bonus based on New York's sales of Bridgeline Software Product
      Licenses such as netEDITOR, netEDITOR-pro and Orgitecture. The bonus shall
      be 10% of the value of the Bridgeline Software Product License sold that
      exceeds the minimum revenue per licenses listed below:

      -   The published market price of netEDITOR is $25,000, and to receive a
          10% bonus from the sale of netEDITOR the minimum sales price is
          $15,000 per license.

      -   The published market price of netEDITOR-pro is $35,000, and to receive
          a 10% bonus of the sale of netEDITOR-pro the minimum sales price is
          $25,000 per license.

      -   The published market price of Origitecture varies by component. To
          receive a 10% bonus of the License of Orgitecutre modules, the minimum
          sales price for all Orgitecutre modules licensed to one customer on
          any single sale transaction must equal or exceed $10,000 in aggregate.

          EXAMPLE: IF YOU SELL NETEDITOR-PRO FOR $30,000 YOU WILL RECEIVE A
          $3,000 BONUS ONCE THE CUSTOMER HAS PAID FOR THE PRODUCT. IF YOU SELL
          NETEDITOR-PRO FOR $34,000 YOU WILL RECEIVE A $3,400 BONUS ONCE THE
          CUSTOMER HAS PAID FOR THE PRODUCT. IF YOU SELL NETEDITOR-PRO FOR
          $24,999 YOU WILL RECEIVE $0 BONUS.

      D) BRIDGELINE INDIA OUTSOURCING HOURS METRIC: You will be entitled to earn
      a quarterly incentive bonus based on outsourcing a minimum of New York's
      billable hours to Bridgeline's subsidiary in Bangalore, India. Bridgeline
      has established the following minimum billable hour targets per quarter
      for outsourcing to India:

                  Q106              1,900
                  Q206              2,000
                  Q306              2,100
                  Q406              2,200

                  Total 2006        8,200

      You will be entitled to earn a bonus equal to $1,250 per calendar quarter
      provided that the total hours outsourced to Bridgeline-India exceeds the
      above stated targets.

      The incentive bonuses detailed in "A", "B", "C" and "D" above shall be
      computed on a calendar quarter basis, and all earned bonuses shall be paid
      on the 30th/31st payroll of the month following the calendar quarter end
      provided that the employee is still employed by Bridgeline at that time.

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