Exhibit 10.55


    
      

    


    EXHIBIT
      10.55

    


    SECOND
      AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

    


    THIS
      SECOND AMENDMENT to REGISTRATION RIGHTS AGREEMENT (the “Amendment”)
      is
      made and entered into this 2nd
      day of
      July, 2007, by and between Smart Online, Inc. (the “Company”)
      and
      ________________ (the “Investor”).

    


    WITNESSETH:

    


    WHEREAS,
      the Company and the Investor entered into a certain Registration Rights
      Agreement dated February 21, 2007, as amended March 28, 2007 (the “Agreement”);
      and

    


    WHEREAS,
      the Agreement provides that the Company is required to pay a cash registration
      penalty payment to the Investor on July 2, 2007 (the “Effective
      Date Penalty”)
      if the
      Registration Statement (as defined in the Agreement) has not been declared
      effective by the Securities and Exchange Commission (the “SEC”)
      by the
      Required Effective Date (as defined in the Agreement) and is required to pay
      additional cash registration penalty payments on each 30th
      day
      anniversary after the Required Effective Date (the “Additional
      Penalties”)
      until
      such time that the Company files the Registration Statement with the SEC;
      and

    


    WHEREAS,
      the Required Effective Date was July 2, 2007, and the SEC had not declared
      the
      Registration Statement effective, making the Effective Date Penalty due and
      payable to the Investor on July 3, 2007; and

    


    WHEREAS,
      as a shareholder in the Company, the Investor desires to support the Company
      in
      its efforts to have the Registration Statement declared effective by the SEC
      in
      a timely manner without incurring undue expense; and

    


    WHEREAS,
      the Investor and the Company have agreed to amend the Agreement to extend the
      Required Effective Date to July 31, 2007 and to provide that the Effective
      Date
      Penalty and the Additional Penalties related to the effectiveness of the
      Registration Statement shall not be due and payable to the Investor if the
      Registration Statement is declared effective by July 31, 2007; and

    


    WHEREAS,
      the Investor and the Company have agreed to amend the Agreement to provide
      that
      if the Registration Statement has not been declared effective by the SEC by
      July
      31, 2007, the Company will be required to pay the Investor the Effective Date
      Penalty on August 1, 2007 and the Additional Penalties shall be due and payable
      on each 30th
      day
      anniversary after July 3, 2007, the date on which the Effective Date Penalty
      was
      originally due and payable; and 

    


    NOW,
      THEREFORE, in consideration of the premises and the agreements of the parties
      set forth herein, the adequacy and sufficiency of which are acknowledged, the
      parties hereto agree as follows:

    


    1.    Amendment
      of Agreement.  The
      existing Paragraph 1(b) of the Agreement is hereby deleted in its entirety
      and
      the following substituted therefor:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              (b)

            	
              use
                its best efforts, subject to receipt of necessary information from
                the
                Investors, to cause the Registration Statement to become effective
                as soon
                as practicable, but in no event later than July 31, 2007 (the
                “Required
                Effective Date”).
                If the Registration Statement has not been declared effective by
                the SEC
                on or before the Required Effective Date, then the Company shall
                on the
                first business day after Required Effective Date make
                a payment to the Investor as compensation for such delay an amount
                equal
                to one percent (1%) of the Purchase Price paid for the Shares purchased
                by
                the Investor,
                and on each 30th
                day anniversary after July 3, 2007 if not declared effective make
                a
                payment to the Investor as compensation for such delay an amount
                equal to
                one-half percent (0.5%) of the Purchase Price paid for the Shares
                purchased by the Investor (collectively, the “Late
                Registration Payments”),
                until the Registration Statement is declared effective by the SEC.
                Notwithstanding the foregoing, in no event shall the total of all
                Late
                Registration Payments exceed in the aggregate ten percent (10%) of
                such
                Purchase Price. Late Registration Payments, if any, will be prorated
                on a
                daily basis and will be paid to Investor by wire transfer or check
                within
                five (5) Business Days after the date that each payment is due;
                

            


    

     

    2.    Ratification.
      Except
      as expressly amended by this Amendment, the terms and conditions of the
      Agreement are hereby ratified and confirmed to be in full force and effect
      without modification or revision, and are hereby incorporated as if fully set
      forth herein. In the event of a conflict between the terms of this Amendment
      and
      the Agreement, the terms of this Amendment shall control.

    


    3.    No
      Novation.
      The
      parties agree that the execution of this Amendment shall constitute an amendment
      to the Agreement and shall not be construed as a novation of the Agreement.
      The
      parties hereby acknowledge their intent that this Amendment will not disturb
      the
      existing rights, remedies and obligations created under the
      Agreement.

    


    [Signature
      on Following Page]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Signature
      Page to Second Amendment to Registration Rights
      Agreement

    


    IN
      WITNESS WHEREOF, the Company and the Investor have caused this Amendment to
      be
      executed by their duly authorized representatives as of the day and year first
      above written.

    


    


     

    
      	 	
              _____________________________

              By:
                

              Its:
                

              


              ____________________

              By:
                

              Its:
                

              


               

               

               

              


              SMART
                ONLINE, INC.

               

              


               

              By:
                ____________________________

              Name:
                

              Title: