<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>71
<FILENAME>ex99-1_14663.txt
<DESCRIPTION>AUDIT COMMITTEE CHARTER
<TEXT>
                                                                    EXHIBIT 99.1
                                                                    ------------

                                   Bridgeline
                                    Software
                                     [LOGO]


                             AUDIT COMMITTEE CHARTER


A.       PURPOSE

         The purpose of the Audit Committee is to assist the Board of Directors'
         oversight of:

                o     the integrity of the Company's financial statements;

                o     the effectiveness of the Company's internal controls over
                      annual and interim financial reporting, including
                      information security and control;

                o     the Company's compliance with legal and regulatory
                      requirements;

                o     the independent auditor's qualifications and independence;
                      and

                o     the performance of the Company's independent auditors.

B.       STRUCTURE AND MEMBERSHIP

         1.     Number. The Audit Committee shall consist of at least three
                members of the Board of Directors.

         2.     Independence. Except as otherwise permitted by the applicable
                rules of The Nasdaq Stock Market and Section 301 of the
                Sarbanes-Oxley Act of 2002 (and the applicable rules
                thereunder), each member of the Audit Committee shall be
                "independent" as defined by such rules and Act.

         3.     Financial Literacy. Each member of the Audit Committee shall be
                able to read and understand fundamental financial statements,
                including the Company's balance sheet, income statement, and
                cash flow statement, at the time of his or her appointment to
                the Audit Committee. At least one member of the Audit Committee
                shall be a "financial expert" (as defined by applicable Nasdaq
                and SEC rules).

         4.     Chair. Unless the Board of Directors elects a Chair of the Audit
                Committee, the Audit Committee shall elect a Chair by majority
                vote.

         5.     Compensation. The compensation of Audit Committee members shall
                be as determined by the Board of Directors. No member of the
                Audit Committee may receive any compensation from the Company
                other than director's fees.

         6.     Selection and Removal. Members of the Audit Committee shall be
                appointed by the Board of Directors. The Board of Directors may
                remove members of the Audit Committee from such committee, with
                or without cause.

C.       AUTHORITY AND RESPONSIBILITIES

         GENERAL
         -------

         The Audit Committee shall discharge its responsibilities and shall
         assess the information provided by the Company's management and the
         independent auditor in accordance with its business
<PAGE>

         judgment. The authority and responsibilities set forth in this Charter
         do not reflect or create any duty or obligation of the Audit Committee
         to plan or conduct any audit, to determine or certify that the
         Company's financial statements are complete, accurate, fairly
         presented, or in accordance with generally accepted accounting
         principles or applicable law, or to guarantee the independent auditor's
         report.

         OVERSIGHT OF INDEPENDENT AUDITORS
         ---------------------------------

         1.     Selection. The Audit Committee shall be solely and directly
                responsible for appointing, evaluating and, when necessary,
                terminating the independent auditor. The Audit Committee may, in
                its discretion, seek stockholder ratification of the independent
                auditor it appoints.

         2.     Independence. The Audit Committee shall take, or recommend that
                the full Board of Directors take, appropriate action to oversee
                the independence of the independent auditor. In connection with
                this responsibility, the Audit Committee shall obtain and review
                a formal written statement from the independent auditor
                describing all relationships between the independent auditor and
                the Company, including the disclosures required by Independence
                Standards Board Standard No. 1. The Audit Committee shall
                actively engage in dialogue with the independent auditor
                concerning any disclosed relationships or services that might
                impact the objectivity and independence of the auditor.

         3.     Compensation. The Audit Committee shall have sole and direct
                responsibility for setting the compensation of the independent
                auditor. The Audit Committee is empowered, without further
                action by the Board of Directors, to cause the Company to pay
                the compensation of the independent auditor established by the
                Audit Committee.

         4.     Preapproval of Services. The Audit Committee shall preapprove
                all audit services, which may entail providing comfort letters
                in connection with securities underwritings, and non-audit
                services (other than de-minimus non-audit services as defined by
                the Sarbanes-Oxley Act of 2002 (and the applicable rules
                thereunder)) to be provided to the Company by the independent
                auditor. The Audit Committee shall cause the Company to disclose
                in its SEC periodic reports the approval by the Audit Committee
                of any non-audit services to be performed by the independent
                auditor.

         5.     Oversight. The independent auditor shall report directly to the
                Audit Committee and the Audit Committee shall have sole and
                direct responsibility for overseeing the independent auditor,
                including resolution of disagreements between Company management
                and the independent auditor regarding financial reporting. In
                connection with its oversight role, the Audit Committee shall,
                from time to time as appropriate obtain and review the reports
                required to be made by the independent auditor pursuant to
                paragraph (k) of Section 10A of the Securities Exchange Act of
                1934 regarding:

                     -    critical accounting policies and practices;

                     -    alternative treatments of financial information within
                          generally accepted accounting principles that have
                          been discussed with Company management, ramifications
                          of the use of such alternative disclosures and
                          treatments, and the treatment preferred by the
                          independent auditor; and

                     -    other material written communications between the
                          independent auditor and Company management.

                                      -2-
<PAGE>

         REVIEW OF AUDITED FINANCIAL STATEMENTS
         --------------------------------------

         6.     Discussion of Audited Financial Statements. The Audit Committee
                shall review and discuss with the Company's management and
                independent auditor the Company's audited financial statements,
                including the matters about which Statement on Auditing
                Standards No. 61 (Codification of Statements on Auditing
                Standards, AU ss.380) requires discussion.

         7.     Recommendation to Board Regarding Financial Statements. The
                Audit Committee shall consider whether it will recommend to the
                Board of Directors that the Company's audited financial
                statements be included in the Company's Annual Report on Form
                10-K.

         8.     Audit Committee Report. The Audit Committee shall prepare for
                inclusion where necessary in a proxy or 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(d) of Regulation S-K or Regulation S-B, as applicable.

         REVIEW OF OTHER FINANCIAL DISCLOSURES
         -------------------------------------

         9.     Independent Auditor Review of Interim Financial Statements. The
                Audit Committee shall direct the independent auditor to use its
                best efforts to perform all reviews of interim financial
                information prior to disclosure by the Company of such
                information and to discuss promptly with the Audit Committee and
                the Chief Financial Officer any matters identified in connection
                with the auditor's review of interim financial information which
                are required to be discussed by Statement on Auditing Standards
                Nos. 61, 71 and 90. The Audit Committee shall direct management
                to advise the Audit Committee in the event that the Company
                proposes to disclose interim financial information prior to
                completion of the independent auditor's review of interim
                financial information.

         CONTROLS AND PROCEDURES
         -----------------------

         10.    Oversight. The Audit Committee shall coordinate the Board of
                Director's oversight of the Company's internal accounting
                controls, the Company's disclosure controls and procedures and
                the Company's code of conduct. The Audit Committee shall receive
                and review the reports of the CEO and CFO required by Section
                302 of the Sarbanes-Oxley Act of 2002 (and the applicable rules
                thereunder) and Rule 13a-14 of the Exchange Act.

         11.    Procedures for Complaints. The Audit Committee shall establish
                procedures for (i) the receipt, retention and treatment of
                complaints received by the Company regarding accounting,
                internal accounting controls or auditing matters; and (ii) the
                confidential, anonymous submission by employees of the Company
                of concerns regarding questionable accounting or auditing
                matters.

         12.    Related-Party Transactions. The Audit Committee shall review all
                related party transactions on an ongoing basis and all such
                transactions must be approved by the Audit Committee.

         13.    Additional Powers. The Audit Committee shall have such other
                duties as may be delegated from time to time by the Board of
                Directors.

                                      -3-
<PAGE>

D.       PROCEDURES AND ADMINISTRATION

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

         2.     Subcommittees. The Audit Committee may form and delegate
                authority to one or more subcommittees (including a subcommittee
                consisting of a single member), as it deems appropriate from
                time to time under the circumstances. Any decision of a
                subcommittee to preapprove audit or non-audit services shall be
                presented to the full Audit Committee at its next scheduled
                meeting.

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

         4.     Charter. At least annually, the Audit Committee shall review and
                reassess the adequacy of this Charter and recommend any proposed
                changes to the Board for approval.

         5.     Independent Advisors. The Audit Committee shall have the
                authority to engage and determine funding for such independent
                legal, accounting and other advisors as it deems necessary or
                appropriate to carry out its responsibilities. Such independent
                advisors may be the regular advisors to the Company. The Audit
                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 Audit Committee.

         6.     Investigations. The Audit 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 Audit Committee or any
                advisors engaged by the Audit Committee.


                                      -4-
</TEXT>
</DOCUMENT>
