<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>73
<FILENAME>ex99-3_14663.txt
<DESCRIPTION>NOMINATING AND GOVERNANCE CHARTER
<TEXT>
                                                                    EXHIBIT 99.3
                                                                    ------------

                                   Bridgeline
                                    Software
                                     [LOGO]



              NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER


I. STATEMENT OF PURPOSE

         The Nominating and Corporate Governance Committee (the "Committee") is
a standing committee of the Board of Directors. The purpose of the Committee is
to identify individuals qualified to become members of the Board, to recommend
nominees for election as directors at each annual meeting of stockholders and
nominees for election by the Board of Directors to fill any vacancies on the
Board of Directors and to address related matters. The Committee shall also
develop and recommend to the Board of Directors corporate governance principles
and be responsible for an annual review of the performance of the Board of
Directors.

II. ORGANIZATION

         A. CHARTER. The Committee shall review this charter at least annually,
and any changes shall be submitted to the Board of Directors for approval.

         B. MEMBERS. The members of the Committee shall be appointed by the
Board of
Directors and shall consist of at least two members, each of whom shall meet the
independence requirements of Nasdaq Marketplace Rule 4200(a)(15).

         C. MEETINGS. The Committee shall meet at least once a year and at such
other times as the Committee may determine.

         D. QUORUM; ACTION BY COMMITTEE. A quorum of any Committee meeting shall
be at least a majority of its members. All determinations of the Committee shall
be made by a majority of those members present at a meeting duly called and
held. The Committee may also act by unanimous consent, given in writing or by
electronic transmission.

         E. REPORTS. The Committee shall report to the Board of Directors upon
request.

III. PRINCIPAL RESPONSIBILITIES

         A. DIRECTOR RECRUITMENT. The Committee shall recruit, evaluate and
recommend (in consultation with the Chairman of the Board and the Chief
Executive Officer) candidates to fill positions on the Board of Directors,
including as a result of the removal, resignation or retirement of any director,
an increase in the size of the Board of Directors or otherwise. The Committee
shall also review any candidate recommended by stockholders of the Company in
light of the Committee's criteria for selection of new directors. In
recommending new Directors, the Committee shall consider any requirements of
applicable law or listing standards, a candidate's strength of character,
judgment, business experience and specific areas of expertise, factors relating
to the compensation of the Board (including its size and structure),
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principles of diversity, and such other factors as the Committee shall deem
appropriate.

         B. SELECTION OF DIRECTOR NOMINEES. The Committee shall identify and
review candidates for the Board of Directors and recommend to the full Board
candidates for election to the Board.

         C. GOVERNANCE GUIDELINES. The Committee shall recommend to the Board of
Directors corporate governance guidelines addressing, among other matters, (i)
the size, composition and responsibilities of the Board of Directors and its
committees, (ii) the tenure and retirement of Directors, and (iii) changes in
the organization and procedures of the Board. The corporate governance
guidelines shall be reviewed not less frequently than annually by the Committee,
and the Committee shall make recommendations to the Board of Directors with
respect to changes to the guidelines.

         D. ADVICE AS TO COMMITTEE MEMBERSHIP AND OPERATIONS. The Committee
shall advise the Board of Directors with respect to (i) the charters, structure
and operations of the various committees of the Board of Directors, and (ii) its
recommendations for appointments of members to the committees, qualifications
for membership thereon, rotation of members among other committees of the Board
of Directors and selection of committee chairs.

         E. EVALUATION OF THE BOARD AND THE COMMITTEE. The Committee shall
oversee an annual evaluation of the Board of Directors. The Committee shall
report annually to the Board on the results of the evaluation. The Committee
shall evaluate its own performance on an annual basis.

         F. DIRECTOR EDUCATION. The Committee shall consider on an annual basis
the nature of any continuing education that may be desirable for the Board and,
if appropriate, recommend to the Board of Directors that resources be made
available in this regard.

         G. OTHER DELEGATED RESPONSIBILITIES. The Committee shall carry out such
other duties as may be delegated to it by the Board of Directors from time to
time.

IV. OTHER

         A. ACCESS TO RECORDS, PERSONNEL AND OTHERS. The Committee shall have
full access to any relevant records and personnel of the Company. The Committee
shall have the authority to retain, at Company expense, independent advisers
(including legal counsel, accountants, search firms and consultants) as it
determines necessary to carry out its duties.

         B. DELEGATION. The Committee may delegate any of its responsibilities
to a subcommittee comprised of one or more members of the Committee.

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