<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>72
<FILENAME>ex99-2_14663.txt
<DESCRIPTION>COMPENSATION COMMITTEE CHARTER
<TEXT>
                                                                    EXHIBIT 99.2
                                                                    ------------

                                   Bridgeline
                                    Software
                                     [LOGO]


                         COMPENSATION COMMITTEE CHARTER

A.   Purpose

     The purpose of the Compensation Committee is to discharge the
     responsibilities of the Board of Directors relating to compensation of the
     Company's executive officers.

B.   Structure and Membership

          1.   Number. The Compensation Committee shall consist of at least two
               members of the Board of Directors.

          2.   Independence. Except as otherwise permitted by the applicable
               rules of the NASDAQ Stock Market, each member of the Compensation
               Committee shall be an "independent director" as determined in
               accordance with the applicable rules of the NASDAQ Stock Market.

          3.   Chair. Unless the Board of Directors elects a Chair of the
               Compensation Committee shall elect a Chair by majority vote.

          4.   Compensation. The compensation of Compensation Committee members
               shall be as determined by the Board of Directors.

          5.   Selection and removal. Members of the Compensation Committee
               shall be appointed by the Board of Directors, upon the
               recommendation of the Nominations Committee. The Board of
               Directors may remove members from such committee, with or without
               cause.

C.   Authority and Responsibilities

     GENERAL
     -------

     The Compensation Committee shall discharge its responsibilities, and shall
     assess the information provided by the Company's management, in accordance
     with its business judgment.


     COMPENSATION MATTERS
     --------------------

     1.   CEO Compensation. The Compensation Committee shall annually review and
          approve corporate goals and objectives relevant to the compensation of
          the Company's Chief Executive Officer (the "CEO"), evaluate the CEO's
          performance in light of those goals and objectives, and set the CEO's
          compensation level based on this evaluation.

     2.   Executive Officer and CEO Compensation and Compensation of Certain
          Other Employees.

               a.   The Compensation Committee shall review and approve
                    executive officer (including CEO) compensation, including
                    salary, bonus and perquisites; equity compensation
                    (including awards to induce employment); severance
                    arrangements; change in control benefits and other forms of
                    executive officer compensation. The Compensation Committee
                    shall meet without the presence of executive officers when
                    approving CEO compensation but may, in its direction, allow
                    the CEO to be present during approval of other officer
                    compensation.
<PAGE>

               b.   The Compensation Committee must approve all other employment
                    contracts where the base salary is in excess of $200,000
                    exclusive of regularly provided fringe benefits.

     3.   Plan Recommendations and Approvals. The Compensation Committee shall
          periodically review and make recommendations to the Board of Directors
          with respect to incentive-compensation plans and equity-based plans.
          The Compensation Committee shall review and approve (a) all
          non-stockholder approved tax-qualified, non-discriminatory employee
          benefit plans and (b) all non-stockholder approved parallel
          nonqualified plans, in each case pursuant to which options or stock
          may be acquired by officers, directors, employees or consultants of
          the Company.

     4.   Incentive Plan Administration. The Compensation Committee shall
          exercise all rights, authority and functions of the Board of Directors
          under all of the Company's stock option, stock incentive, employee
          stock purchase and other equity-based plans, including without
          limitation, the authority to interpret the terms thereof, to grant
          options thereunder and to make stock awards thereunder; provided,
          however, that, except as otherwise expressly to do so by a plan or
          resolution of the Board of Directors, the Compensation Committee shall
          not be authorized to amend any such plan.

     5.   Director Compensation. The Compensation Committee shall periodically
          review and make recommendations to the Board of Directors with the
          respect to director compensation.

     6.   Compensation Committee Report on Executive Compensation. The
          Compensation Committee shall prepare for inclusion where necessary in
          a proxy of information statement of the Company relating to an annual
          meeting of security holders at which directors are to be elected (or
          special meeting or written consents in lieu of such meeting), the
          report described in Item 407(e)(5) of Regulation S-K, if applicable.

     7.   Additional Powers. The Compensation Committee shall take such other
          action with respect to compensation matters as may be delegated from
          time to time by the Board of Directors.

D.   Procedures and Administration

     1.   Meetings. The Compensation Committee shall meet as often as it deems
          necessary in order to perform its responsibilities. The Compensation
          Committee shall keep such records of its meetings as it shall deem
          appropriate.

     2.   Subcommittees. The Compensation Committee may form and delegate
          authority to one or more subcommittees as it deems appropriate from
          time to time under the circumstances (including (a) a subcommittee
          consisting of a single member and (b) a subcommittee consisting of at
          least two members, each of whom qualifies as a "non-employee director"
          as such term is defined from time to time in Rule 16b-3 promulgated
          under the Exchange Act, and an "outside director", as such term is
          defined from time to time in Sections 162(m) of the Internal Revenue
          Code of 1986, as amended, and the rules and regulations thereunder).

     3.   Reports to Board. The Compensation Committee shall report regularly to
          the Board of Directors.

     4.   Charter. The Compensation Committee shall periodically review and
          reassess the adequacy of this Charter and recommend any proposed
          changes to the Board of Directors for approval.

     5.   Consulting Arrangements. The Compensation Committee shall have the
          authority to retain and terminate any compensation consultant to be
          used to assist in the evaluation of executive officer compensation and
          shall have authority to approve the consultant's fees and other
          retention terms. The Compensation Committee shall also have authority
          to commission compensation surveys or studies as need arises. The
          Compensation Committee is
<PAGE>

          empowered, without further action by the Board of Directors, to cause
          the Company to pay the compensation of such consultants as established
          by the Compensation Committee.

     6.   Independent Advisors. The Compensation Committee shall have the
          authority to engage such independent legal, accounting and other
          advisors as it deems necessary to carry out its responsibilities. Such
          independent advisors may be the regular advisors to the Company. The
          Compensation Committee is empowered, without further action by the
          Board of Directors, to cause the Company to pay the compensation of
          such advisors as established by the Compensation Committee.

     7.   Investigations. The Compensation Committee shall have the authority to
          conduct or authorize investigations into any matters within the scope
          of its responsibilities as it shall deem appropriate, including the
          authority to request any officer, employee or advisor of the Company
          to meet with the Compensation Committee or any advisors engaged by the
          Compensation Committee.


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