BUSINESS COMBINATION SERVICES AGREEMENT
This Agreement has been entered into and is effective October 1, 2005 by and between BRIDGELINE
Software, Inc., located at Sixth Road, Woburn, MA 01801 ("BRIDGELINE") and Joseph Gunnar & Co., LLC,
located at Thirty Broad Street, New York, NY 10004 ("JGUN").
By execution of this document (the "M &A Agreement"), BRIDGELINE agrees to retain JGUN and JGUN
agrees to be retained by BRIDGELINE, pursuant to the following terms and conditions:
JGUN shall devote general advisory/consultative time and attention to any presently ongoing and potentially
upcoming BRIDGELINE transactional business combination matters (the "Services") about which BRIDGELINE
shall request its services, pursuant to the direction of Thomas L. Massie, BRIDGELINE'S Chief Executive
Officer, or others designated by Thomas L. Massie, as shall be determined reasonable, in scope and time
required, by JGUN. It is acknowledged by BRIDGELINE and JGUN that BRIDGELINE shall not be required
to accept nor use any Services provided by JGUN. It is further acknowledged by BRIDGELINE and JGUN that
financial advisory services and capital raising Services are not services contemplated by this M & A Agreement.
JGUN's retention shall be for twelve (12) months commencing October 1, 2005 (the "Term"); automatically
renewed yearly ("Renewed Term") unless either BRIDGELINE or JGUN notifies the other of its intention to not
renew at least ninety (90) calendar days prior to the expiration of the then applicable term; or if, during any initial
or Renewed Term, two
(2) or more business combinations involving BRIDGELINE (or one of its affiliates) is consummated.
Notwithstanding anything to the contrary contained herein, in the event JGUN fails to exercise good faith in
processing a bridge acquisition financing or initial public offering ("IPO") on behalf of Bridgeline and
BRIDGELINE elects not to proceed with the bridge acquisition financing or IPO as a result of such failu