WWW.EXFILE.COM, INC. --  888-775-4789 -- BRIDGELINE SOFTWARE, INC.  -- EXHIBIT 10.2 TO FORM 8K


    EXHIBIT 10.2

     

     

    
 

     

    


    


    


    AMENDMENT
NO. 1 TO EMPLOYMENT AGREEMENT

    


    


    This Amendment No. 1 to the Employment
Agreement by and between Bridgeline Software, Inc., a Delaware corporation (the
“Employer”) and Ronald M. Levenson (the “Employee”) dated as of April 13, 2009
(the “Employment Agreement”) is made effective as of the 13th day
of May, 2009.  Capitalized terms otherwise not defined in this
Amendment shall have the meaning ascribed to such terms in the Employment
Agreement.

    


    RECITALS

    


    WHEREAS, the Employer and the
Employee entered into the Employment Agreement regarding the employment of the
Employee by the Employer;

    


    WHEREAS, the Agreement may be
modified pursuant to Section 7.5 thereof with signature of the Employee,
the  proper authorization of the Employer’s Board of Directors and the
signature of the Chief Executive Officer of the Employer; and

    


    WHEREAS, the Employer’s Board
of Directors has authorized the amendment and the Employer and the Employee
desire to amend the Employment Agreement in the manner set forth
below.

    


    NOW, THEREFORE, the parties agree
as follows:

    


    
      	
              1.  

            	
              The
      Agreement is hereby amended by deleting the first sentence of Section 2.1
      in its entirety and replacing it with the following: “Employee shall serve
      as Executive Vice President of Finance, Chief Financial Officer, and
      Treasurer.”

            


    

     

    
      	
              2.  

            	
              The
      Agreement is also hereby amended by deleting the following words in
      Section 5.4(a): “the position of Executive Vice President of Finance for
      the Employer” and replacing them with the following words: “the positions
      of Executive Vice President of Finance, Chief Financial Offier, and
      Treasurer.”

            


    

     

    
      	
              3.  

            	
              All
      other terms and conditions of the Employment Agreement which are not
      inconsistent with the above-agreement shall remain in full force and
      effect.

            


    

     

    
      	
              4.  

            	
              As
      amended hereby, the Employment Agreement is hereby ratified and
      confirmed.

            


    

     


    
      
        
           ___________
__________ 

          Employee     
 Bridgeline   

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, this
Amendment No. 1 to the Employment Agreement has been executed on behalf of the
Employer by a duly authorized representative, and by the Employee, effective as
of the date first written above.

    


    


    
      	
              BRIDGELINE
      SOFTWARE, INC.

               

              By: 
      /s/ Thomas L. Massie

                    
                
      


                     Thomas
      L. Massie

                      President
      & CEO

            	 
      


    

    


    
    

     

    
      	      
              EMPLOYEE:

               

              


               

              /s/ Ronald M. Levenson
      
                
      

              Ronald
      M. Levenson 

            	 


    

     

    


    


    


    


    



    
      
        
           

          


          


        

         


      

      
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