----

----

**UNITED        STATES**

**SECURITIES        AND EXCHANGE COMMISSION**

**Washington,        D.C. 20549**

**FORM        10-K/A**

**(Amendment        No. 1)**

|   | x | ANNUAL                    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                    ACT OF                    1934 |
|--------|---|-----------------------------------------------------------------------------------------------------------------------------------------------|

|   | o | TRANSITION                    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                    ACT OF                    1934 |
|--------|---|---------------------------------------------------------------------------------------------------------------------------------------------------|

**Commission        file number 333-119385**

**SMART        ONLINE, INC.**

| Delaware(State                  or other jurisdiction of incorporation)                                                                                            |   | **95-4439334**(I.R.S.                  Employer Identification No.) |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------|
|                                                                                                                                                               |   |                                                                |
| 2530                  Meridian Parkway, 2nd                  FloorDurham,                  North Carolina(Address                  of principal executive offices) |   | 27713(Zip                  Code)                                    |

**(919)        765-5000**

**        None**

**Common        Stock, $0.001 par value**

| Large                  accelerated filer o | Accelerated                  filer o | Non-accelerated                  filer x |
|--------------------------------------------|--------------------------------------|------------------------------------------|

**DOCUMENTS        INCORPORATED BY REFERENCE**

----

**EXPLANATORY        NOTE**

**TABLE          OF CONTENTS**

|                            |   | **PART                  III**                                                                                                           |   |
|---------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|--------|
| Item                  10.  |   | Directors,                  Executive Officers and Corporate Governance                                                            | 1      |
| Item                  11.  |   | Executive                  Compensation                                                                                            | 3      |
| Item                  12.  |   | Security                  Ownership of Certain Beneficial Owners and Management and Related                  Stockholder Matters   | 12     |
| Item                  13.  |   | Certain                  Relationships and Related Transactions, and Director                  Independence                        | 15     |
| Item                  14.  |   | Principal                  Accounting Fees and Services                                                                            | 17     |
|                            |   |                                                                                                                                    |   |
|                            |   | **PART                  I****V**                                                                                                        |   |
| Item                  15.  |   | Exhibits,                  Financial Statement Schedules                                                                                | 18     |
|                            |   |                                                                                                                               |   |
|                            |   | Signatures                                                                                                                              | 21     |
|                            |   |                                                                                                                                    |   |
|                            |   | Exhibit                  Index                                                                                                          | 22     |

----

**PART        III**

**ITEM        10.**** ****DIRECTORS,        EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**

**Executive        Officers and Directors**

| **Name**                                | **Age** | **Position**                                                                                                                                     |
|-----------------------------------------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| Michael                  Nouri(1)(2)    | 53      | President,                  Chief Executive Officer, and Director                                                                                |
| Henry                  Nouri(2)         | 51      | Executive                  Vice President                                                                                                        |
| Thomas                  Furr            | 40      | Chief                  Operating Officer, Director                                                                                               |
| Anil                  Kamath            | 40      | Chief                  Technology Officer                                                                                                        |
| Nicholas                  A. Sinigaglia | 37      | Chief                  Financial Officer and Principal Accounting Officer                                                                        |
| Gary                  Mahieu            | 39      | Chief                  Operating Officer and Vice President of Smart Commerce, Inc., a                  wholly                  owned subsidiary |
| Mike                  Stuart            | 38      | Vice                  President - Sales                                                                                                          |
| Brian                  Donaghy          | 38      | Vice                  President - Product Strategy                                                                                               |
| Jeff                  LeRose            | 62      | Chairman                  of the Board and Director                                                                                              |
| Shlomo                  Elia            | 64      | Director                                                                                                                                         |
| Philippe                  Pouponnot     | 37      | Director                                                                                                                                         |
| C.                  James Meese, Jr.    | 65      | Director                                                                                                                                         |

| (1) | Michael                  Nouri’s full name is Dennis Michael Nouri.            |
|-----|--------------------------------------------------------------------------------------|
| (2) | Dennis                  Michael Nouri and Henry Nouri are                  brothers. |

**Michael        Nouri, President and Chief Executive Officer, and Director.**

**Henry        Nouri, Executive Vice President. **

**Thomas        Furr, Chief Operating Officer and Director. **

**Anil        Kamath, Chief Technology Officer. **

----

**Nicholas        A. Sinigaglia, Chief Financial Officer.**

**Gary        Mahieu, Chief Operating Officer and Vice President of Smart Commerce, Inc.,        a        wholly owned subsidiary**

**Mike        Stuart, Vice President of Sales**

**Brian        Donaghy, Vice President of Product Strategy**

**Jeffrey        W. LeRose, Chairman of the Board and Director**

**Shlomo        Elia, Director**
*** ***

**Philippe        Pouponnot, Director**

**C.        James Meese, Jr., Director**

----

| (a) |   | Had                  any bankruptcy petition filed by or against any business of which                  such                  person was a general partner or executive officer either at the                  time of                  the bankruptcy or within two years prior to that time;                                                                                                                                                                            |
|-----|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) |   | Been                  convicted in a criminal proceeding or a subject of a pending criminal                  proceeding;                                                                                                                                                                                                                                                                                                                                                  |
| (c) |   | Been                  the subject of any order, judgment, or decree, not subsequently                  reversed,                  suspended or vacated, of any court of competent jurisdiction, permanently                  or temporarily enjoining, barring, suspending or otherwise limiting                  his                  involvement in any type of business, securities, futures, commodities                  or                  banking activities; and |
| (d) |   | Been                  found by a court of competent jurisdiction (in a civil action),                  the SEC or                  the Commodity Futures Trading Commission to have violated a federal                  or                  state securities or commodities law, and the judgment has not been                  reversed, suspended, or vacated.                                                                                                          |

**Audit        Committee Financial Expert**

**Section 16(a)        Beneficial O**
**wnership        Reporting Compliance**

**Code        of Ethics **

*www.smartonline.com*
*www.smartonline.com*

**ITEM        11.**
** **
**EXECUTIVE        COMPENSATION**

**Compensation        Discussion & Analysis**

*Overview        of Compensation Philosophy and Objectives*

----

*Role        of Executive Officers*

*Elements        of Executive Compensation*

*Salary*

| **Dates**                                       |   | **Annual                  Salary** |    |
|-------------------------------------------------|--------|------------------------------------|---------|
| March                  21 through 31, 2006      |   | $                                  | 90,000  |   |
| April                  1 though May 31, 2006    |   | $                                  | 110,000 |   |
| June                  1 through August 31, 2006 |   | $                                  | 120,000 |   |
| September                  1, 2006 to date      |   | $                                  | 135,000 |   |

----

*Equity        Awards*

*Performance-Based        Incentive Compensation*

*Recent        Developments*

----

**Compensation        Committee Report**

|   |   | Jeffrey                  W. LeRose (chairman) |   |
|--------|--------|-----------------------------------------------|--------|
|   |   | C.                  James Meese, Jr.          |   |
|   |   | Philippe                  Pouponnot           |   |

**2006        Summary Compensation Table**

| Name                  and Principal Position |   | Year   |   | Salary($) |   | Optionawards($)                  (1) |   | All                  other compensation($) |   | Total($) |   |
|----------------------------------------------|--------|--------|--------|-----------|--------|--------------------------------------|--------|--------------------------------------------|--------|----------|--------|
| Dennis                  Michael Nouri        |   |   | 2006   |      | $      | 170,000                              |   | $                                          | 46,461 |     |   | - |   | $ | 216,461 |   |
| President                  and               |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
| Chief                  Executive Officer     |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
|                                         |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
| Scott                  Whitaker              |   |   | 2006   |      | $      | 70,000                               |   | $                                          | 18,098 |     |   | - |   | $ |                    88,098 |   |
| Former                  Chief Financial      |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
| Officer                  (2)                 |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
|                                         |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
| Nicholas                  A. Sinigaglia      |   |   | 2006   |      | $      | 108,333                              |   | $                                          | 17,197 |     |   | - |   | $ | 125,530 |   |
| Chief                  Financial Officer (2) |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
|                                         |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
| Henry                  Nouri                 |   |   | 2006   |      | $      | 150,000                              |   | $                                          | 46,461 |     |   | - |   | $ | 196,461 |   |
| Executive                  Vice              |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
| President                                    |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
|                                         |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
| Gary                  Mahieu                 |   |   | 2006   |      | $      | 150,000                              |   |                                       | -      |     |   | -(3) |   | $ | 150,000 |   |
| COO                  and Vice President      |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
| of                  Smart Commerce, Inc.     |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
|                                         |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
| Thomas                  Furr                 |   |   | 2006   |      | $      | 136,800                              |   | $                                          | 23,230 |     |   | - |   | $ | 160,030 |   |
| Chief                  Operating Officer     |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |
|                                         |   |   |   |      |   |                                 |   |                                       |   |     |   |   |   |   |   |   |

| (1)    | See                  Note 2, “Summary of Significant Accounting Policies,” to our consolidated                  financial statements in our Annual Report on Form 10-K filed with                  the SEC                  on March 30, 2007 for a discussion of the assumptions made in the                  valuation of stock options. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                   |
| (2)    | Scott                  Whitaker ceased to be our Chief Financial Officer, and Nicholas                  A.                  Sinigaglia was appointed our Chief Financial Officer on March 21,                  2006.                  Mr. Whitaker continues to serve as our                  Controller/Bookkeeper.                                   |
|   |                                                                                                                                                                                                                                                                                                                                                   |
| (3)    | Does                  not include payments with respect to a covenant not to compete.                  See Item                  13, “Certain Relationships and Related Transactions, and Director                  Independence” in this report.                                                                                          |

----

**2006        Grants of Plan-Based Awards **

|                                    |   |                        |     | Estimated                  future payouts under equity incentiveplan                  awards |   | Exercise                  or base |   | Grant                  date fairvalue                  of stock |      |
|-----------------------------------------|--------|-----------------------------|----------|----------------------------------------------------------------------------------------------|--------|-----------------------------------|--------|-----------------------------------------------------------------|-----------|
| Name                                    |   | Grant                  date |     | Threshold                  (#)                                                               |   | Target(#)                         |   | Maximum(#)                                                      |      | price                    of optionawards ($/Sh) |   | and                  optionawards |   |
| Nicholas                  A. Sinigaglia |   |                        | 03/24/06 |                                                                                         |   | 0                                 |   |                                                            | 50,000(1) |   |   | 50,000 |   | $ | 2.50(2) |   | $ | 2.50(2) |   |

| (1) | The                  incentive stock option award provides for only a single estimated                  payout.                                                                                                                                                                                                                                                                                                                                                                |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | The                  exercise price and fair market value were determined by the Compensation                  Committee of our Board of Directors based on the light trading                  volume of                  our common stock around the time of the grant and the per share                  price                  agreed to in a private placement of common stock that was scheduled                  to                  occur around the time of the grant. |

**Employment        Agreements**

**Dennis        Michael Nouri.**

**Henry        Nouri.**
** **

**Thomas        Furr. **
** **
** **
** **

----

**Scott        Whitaker.**

**Gary        Mahieu.**

**Nicholas        A. Sinigaglia**

**Indemnity        Agreements.**

----

**2006        Outstanding Equity Awards at Fiscal Year-End **

|                                    |   | Option                  Awards                                                     |       |
|-----------------------------------------|--------|------------------------------------------------------------------------------------|------------|
| Name                                    |   | Number                  of securities underlying unexercised options(#)Exercisable |       | Number                  of securities underlying unexercised options(#)Unexercisable |   | Optionexerciseprice($/Sh) |   | Option                  expirationdate |   |
| Dennis                  Michael Nouri   |   |                                                                               | 250,000(1) |   |   | 0 |   |   | $1.43 |   |   | 12/31/2008 |   |
|                                    |   |                                                                               | 20,000(2)  |   |   | 80,000 |   |   | $8.61 |   |   | 07/22/2015 |   |
| Scott                  Whitaker         |   |                                                                               | 200(3)     |   |   | 0 |   |   | $5.00 |   |   | 12/21/2008 |   |
|                                    |   |                                                                               | 12,083(4)  |   |   | 12,917 |   |   | $3.50 |   |   | 04/01/2014 |   |
|                                    |   |                                                                               | 5,000(5)   |   |   | 20,000 |   |   | $5.00 |   |   | 04/15/2015 |   |
|                                    |   |                                                                               | 4,000(2)   |   |   | 16,000 |   |   | $8.61 |   |   | 07/22/2015 |   |
| Nicholas                  A. Sinigaglia |   |                                                                               | 0(6)       |   |   | 50,000 |   |   | $2.50 |   |   | 03/24/2016 |   |
| Henry                  Nouri            |   |                                                                               | 250,000(1) |   |   | 0 |   |   | $1.43 |   |   | 12/31/2008 |   |
|                                    |   |                                                                               | 20,000(2)  |   |   | 80,000 |   |   | $8.61 |   |   | 07/22/2015 |   |
| Thomas                  Furr            |   |                                                                               | 75,000(7)  |   |   | 0 |   |   | $1.30 |   |   | 02/05/2009 |   |
|                                    |   |                                                                               | 10,000(2)  |   |   | 40,000 |   |   | $8.61 |   |   | 07/22/2015 |   |

| (1) | This                  option was fully vested on December 31, 2003, the date of the                  grant.                                                                                                                        |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Vests                  as to 20% of the award on each anniversary of the grant date for                  five                  years following July 22, 2005, the date of the grant.                                               |
| (3) | Vests                  as to 33-1/3% of the award on each anniversary of the grant date                  for three                  years following December 22, 1998, the date of the                  grant.                     |
| (4) | Vests                  as to 20% of the award on the first anniversary of the grant date,                  which                  was April 1, 2004, and as to 416.67 shares at the end of each month                  thereafter. |
| (5) | Vests                  as to 20% of the award on each anniversary of the grant date for                  five                  years following April 15, 2005, the date of the grant.                                              |
| (6) | Vests                  as to 20% of the award on each anniversary of the grant date for                  five                  years following March 24, 2006, the date of the grant.                                              |
| (7) | This                  option was fully vested on February 4, 2004, the date of the                  grant.                                                                                                                         |

**Potential        Payments upon Termination or Change-in-Control **

**Termination        With “Cause.” **

**Termination        Without “Cause” or Termination for “Good Reason.” **

----

**Termination        Because of Death or Disability. **

**Termination        Following “Change in Control.” **

**Potential        Payments**

|                                 |   |                        |   |   | Termination                  with“Cause” |   |    | TerminationWithout                  “Cause”or                  For “GoodReason” |   |    | TerminationBecause                  of Deathor                  Disability |   |   | Termination                  FollowingChange                  in Control |
|--------------------------------------|--------|-----------------------------|--------|--------|------------------------------------------------------|--------|---------|---------------------------------------------------------------------------------------------------------|--------|---------|----------------------------------------------------------------------------|--------|--------|--------------------------------------------------------------------------|
| Michael                  Nouri       |   | Salary(1)                   |   | $      | 19,615(2)                                            |   | $       | 189,615(2)(4)                                                                                           |   | $       | 170,000(4)(5)                                                              |   | $      | 697,915(2)(4)(5)                                                         |
|                                 |   | Equity                  (3) |   |   | -                                                    |   | $  | (496,800)                                                                                               |   | $  | (496,800)                                                                  |   | $      | (496,800)                                                                |
| Henry                  Nouri         |   | Salary(1)                   |   | $      | 17,308(2)                                            |   | $  | 167,308(2)(4)                                                                                           |   | $  | 150,000(4)(5)                                                              |   | $      | 615,808(2)(4)(5)                                                         |
|                                 |   | Equity                  (3) |   |   | -                                                    |   | $  | (496,800)                                                                                               |   | $  | (496,800)                                                                  |   | $      | (496,800)                                                                |
| Scott                  Whitaker      |   | Salary                      |   |   | -                                                    |   |    | -                                                                                                       |   |    | -                                                                          |   |   | -                                                                        |
|                                 |   | Equity                  (3) |   |   | -                                                    |   |    | -                                                                                                       |   |    | -                                                                          |   | $      | (165,569)                                                                |
| Nicholas                  Sinigaglia |   | Salary                      |   |   | -                                                    |   |    | -                                                                                                       |   |    | -                                                                          |   |   | -                                                                        |
|                                 |   | Equity                  (3) |   |   | -                                                    |   |    | -                                                                                                       |   |    | -                                                                          |   | $      | (5,000)                                                                  |
| Thomas                  Furr         |   | Salary(1)                   |   |   | -                                                    |   | $  | 34,200(4)                                                                                               |   |    | -                                                                          |   |   | -                                                                        |
|                                 |   | Equity                  (3) |   |   | -                                                    |   |    | -                                                                                                       |   |    | -                                                                          |   | $      | (248,400)                                                                |
| Gary                  Mahieu         |   | Salary(1)                   |   |   | -                                                    |   | $  | 119,355(4)                                                                                              |   |    | -                                                                          |   |   | -                                                                        |
|                                 |   | Equity                  (3) |   |   | -                                                    |   |    | -                                                                                                       |   |    | -                                                                          |   |   | -                                                                        |

| (1) | Assumes                  that all payments under Termination Payment (1) have been made                  at the time                  of termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Based                  on the maximum vacation the named executive officer can                  accrue.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (3) | The                  value of the equity payments is determined based on the intrinsic                  value                  (i.e., the value based on the closing price of our common stock                  less the                  per share exercise price of the option) of the options that would                  become                  vested if such termination occurred on December 29, 2006. Negative                  payment                  amounts indicate that the weighted average exercise price of these                  options                  exceeded the closing price of our common stock on December 29,                  2006, which                  was $2.40 per share. Therefore, if the named executive officer                  is                  terminated while the options are underwater, the actual payout                  to the                  named executive officer related to such options would be                  zero. |
| (4) | Based                  on the employee’s base salary as of December 29, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (5) | Includes                  the annual cost of insurance coverage provided for the named executive                  officer and family as of December 31,                  2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

**2006        Director Compensation**

| Name                                   |   | Fees                  Earned or Paid in Cash($) |                                    | OptionAwards($) |   | Total($)                          |   |
|----------------------------------------|--------|-------------------------------------------------|-----------------------------------------|-----------------|--------|-----------------------------------|--------|
| Frank                  Coll(1)         |   | $                                               |                    1,750           |            | $      |                    9,103     |   | $ | 10,853 |   |
| David                  E.Y. Sarna(2)   |   | $                                               | 13,250                                  |            | $      | 29,588                            |   | $ | 42,838 |   |
| Jeffrey                  W. LeRose     |   | $                                               | 29,250                                  |            | $      |                    26,927(3) |   | $ | 56,177 |   |
| Shlomo                  Elia(4)        |   |                                            | -                                       |            |   | -                                 |   |   | - |   |
| Philippe                  Pouponnot(4) |   |                                            | -                                       |            |   | -                                 |   |   | - |   |
| C.                  James Meese, Jr.   |   | $                                               |                      3,000(5) |            |   | -                                 |   | $ |                    3,000 |   |

| (1) | Resigned                  as a director on March 5, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Resigned                  as a director on June 23, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (3) | Includes                  a stock option award to purchase 10,000 shares of our common stock                  that is                  fully vested and exercisable as of December 31, 2006. See Note                  2, “Summary                  of Significant Accounting Policies,” to our consolidated financial                  statements in our Annual Report on Form 10-K filed with the SEC                  on March                  30, 2007 for a discussion of the assumptions made in the valuation                  of                  stock options. |
| (4) | Although                  these directors qualify for payment under our Board Compensation                  Policy,                  as of the end of our last fiscal year, they have waived the receipt                  of any                  compensation.                                                                                                                                                                                                                                                                                                                       |
| (5) | In                  February 2007, our Board of Directors amended our Board Compensation                  policy. This amendment resulted in a retroactive increase in cash                  compensation from $2,000 per month to $2,500 per month for Mr.                  Meese. This                  increase was made to reflect his additional duties as Chairman                  of our                  Audit Committee. Additional amounts payable as a result of this                  retroactive increase were paid in February                  2007.                  |

----

**User        Advisory Board. **

**Compensation        Committee Interlocks and Insider Participation**

**ITEM        12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED        STOCKHOLDER MATTERS**

----

| **Beneficial                  Owner****Name                  and Address**                                                                                                                       |   | **Amount                  and****Nature                  of****Beneficial****Ownership****(1)(2)** |      |  **Percent                  of Class** |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------|-----------|---------------------------------------------|--------|
| Atlas                  Capital SA116                  Rue du RhoneCH-1204Geneva,                  Switzerland                                                                                    |   |                                                                                               | 2,347,288 |                                        |   | 13.2 | % |
| Doron                  Roethler(3)c/o                  Michal Raviv atGranot,                  Strauss, Adar & Co.28                  Bezalel StreetRamat                  Gan 52521, Israel |   |                                                                                               | 2,001,778 |                                        |   | 11.2 | % |
| Magnetar                  Capital Master Fund, Ltd.(4)c/o                  Magnetar Financial LLC1603                  Orrington AvenueEvanston,                  IL 60201                       |   |                                                                                               | 2,352,941 |                                        |   | 13.2 | % |
| Hare                  & Co.(5)1                  Wall StreetNew                  York, NY 10005                                                                                              |   |                                                                                               | 1,176,471 |                                        |   | 6.6 | % |
| Michael                  Nouri(6)c/o                  Smart Online, Inc.2530                  Meridian ParkwayDurham,                  North Carolina 27713                                      |   |                                                                                               | 1,032,407 |                                        |   | 5.8 | % |
| Scott                  Whitaker (7)c/o                  Smart Online, Inc.2530                  Meridian ParkwayDurham,                  North Carolina  27713                    |   |                                                                                               | 52,883    |                                        |   | 0.3 | % |
| Nicholas                  A. Sinigaglia (8)c/o                  Smart Online, Inc.2530                  Meridian ParkwayDurham,                  North Carolina  27713            |   |                                                                                               | 40,000    |                                        |   | 0 | % |
| Henry                  Nouri(9)c/o                  Smart Online, Inc.2530                  Meridian ParkwayDurham,                  North Carolina 27713                                        |   |                                                                                               | 1,487,984 |                                        |   | 8.3 | % |
| Thomas                  Furr(10)c/o                  Smart Online, Inc.2530                  Meridian ParkwayDurham,                  North Carolina  27713                                 |   |                                                                                               | 419,737   |                                        |   | 2.4 | % |
| Gary                  Mahieu (11)c/o                  Smart Online, Inc.2530                  Meridian ParkwayDurham,                  North Carolina  27713                                |   |                                                                                               | 48,127    |                                        |   | 0.3 | % |
| Jeffrey                  W. LeRose(12)c/o                  Smart Online, Inc.2530                  Meridian ParkwayDurham,                  North Carolina 27713                            |   |                                                                                               | 25,000    |                                        |   | 0.1 | % |
| Shlomo                  Eliac/o                  Smart Online, Inc.2530                  Meridian ParkwayDurham,                  North Carolina  27713                                     |   |                                                                                               | 60,972    |                                        |   | 0.3 | % |
| Philippe                  Pouponnotc/o                  Smart Online, Inc.2530                  Meridian ParkwayDurham,                  North Carolina  27713                              |   |                                                                                               | 50,750    |                                        |   | 0.3 | % |
| C.                  James Meese, Jr.(13)c/o                  Smart Online, Inc.2530                  Meridian ParkwayDurham,                  NC 27713                                           |   |                                                                                               | 10,000    |                                        |   | 0 | % |
| All                  officers and directors as a group (12 persons)                                                                                                                              |   |                                                                                               | 3,425,394 |                                        |   | 19.2 | % |

----

| (1)  | All                  shares are common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  | The                  preceding table was prepared based solely upon the information                  furnished                  to us by officers, directors and stockholders as of April 27, 2007                  and                  from corporate stock transfer ledgers. The number and percentage                  of shares                  beneficially owned is determined in accordance with Rule 13d-3                  of the                  Exchange Act, and the information is not necessarily indicative                  of                  beneficial ownership for any other purpose. As of April 27, 2007,                  there                  were 17,872,137 shares issued and outstanding, and our officers                  and                  directors beneficially owned approximately 3,425,394 shares, including                  shares which can be acquired upon exercise of stock options within                  60 days                  after April 27, 2007, which options were treated the same as outstanding                  shares in calculating the percentage ownership of our officers                  and                  directors. |
| (3)  | Includes                  (i) 1,323,619*** ***shares                  owned by Greenleaf Ventures Ltd., a British Virgin Islands company,                  (ii)                  121,116*** ***shares                  owned by Crystal Management Ltd., a company registered in Anguilla,                  and                  (iii) 557,043 shares of common stock owned directly by Doron Roethler.                  Mr.                  Roethler exercises sole investment and voting power over the shares                  held                  by both Greenleaf Ventures, Ltd. and Crystal Management,                  Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (4)  | Includes                  a warrant to purchase up to 784,314 shares of common stock which                  can be                  exercised within 60 days after April 27, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (5)  | Includes                  a warrant to purchase up to 392,157 shares of common stock which                  can be                  exercised within 60 days after April 27, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (6)  | Includes                  (1) 23,000 shares of common stock owned by a trust for which Michael                  Nouri                  is the trustee and is not a beneficiary and for which he exercises                  sole                  voting power, and (2) 270,000 shares which can be acquired upon                  the                  exercise of options which can be exercised at any time within the                  60 days                  after April 27, 2007. Does not include 80,000 shares subject to                  options                  which cannot be exercised within 60 days after April 27, 2007,                  and does                  not include 264,731 shares owned by Ronna Nouri, wife of Michael                  Nouri.                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (7)  | Includes                  28,783 shares which can be acquired upon the exercise of options                  which can                  be exercised at any time within the 60 days after April 27, 2007.                  Does not                  include 41,417 shares subject to options which cannot be exercised                  within                  60 days after April 27, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (8)  | Includes                  30,000 shares issued as a restricted stock award under our 2004                  Equity                  Compensation Plan, and 10,000 shares which can be acquired upon                  the                  exercise of options which can be exercised at any time within the                  60 days                  after April 27, 2007. Does not include 40,000 shares subject to                  options                  which cannot be exercised within sixty (60) days after March 31,                  2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (9)  | Includes                  270,000 shares which can be acquired upon the exercise of options                  which                  can be exercised at any time within the 60 days after April 27,                  2007. Does                  not include 80,000 shares subject to options which cannot be exercised                  within 60 days after April 27, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (10) | Includes                  85,000 shares which can be acquired upon the exercise of options                  which can                  be exercised at any time within the 60 days after April 27, 2007.                  Does not                  include 40,000 shares subject to options which cannot be exercised                  within                  60 days after April 27, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (11) |  Does                  not include 105,365 shares held by Christine Mahieu, wife of Gary                  Maheiu.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (12) | Includes                  15,000 shares issued as a restricted stock award under our 2004                  Equity                  Compensation Plan, and 10,000 shares which can be acquired upon                  the                  exercise of options which can be exercised at any time within the                  60 days                  after March 31, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (13) | Includes                  10,000 shares which can be acquired upon the exercise of options                  which can                  be exercised at any time within the 60 days after April 27, 2007.                  Does not                  include 10,000 shares subject to options which cannot be exercised                  within                  60 days after April 27, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

**Equity        Compensation Plans**

**Equity        Compensation Plan Information**

| **Plan                  category**                                          |   | **Number                  of securities to be****issued                  upon exercise of****outstanding                  options,****warrants                  and rights****(1)****(a)** |         | **Weighted                  average****exercise                  price of****outstanding                  options,****warrants                  and rights****(b)** |   | **Number                  of securities****remaining                  available for****future                  issuance under****equity                  compensation****plans                  (excluding securities****reflected                  in column (a))****(1)****(c)** |   |
|-----------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Equity                  Compensation plans approved by security holders     |   |                                                                                                                                                                                       | 2,110,100(2) |                                                                                                                                                                | $      | 4.80                                                                                                                                                                                                                                                                               |   |   | 2,873,400(3) |   |
| Equity                  Compensation plans not approved by security holders |   |                                                                                                                                                                                       | 250,000(4)   |                                                                                                                                                                | $      | 9.82                                                                                                                                                                                                                                                                               |   |   | N/A |   |
| Total                                                                       |   |                                                                                                                                                                                       | 2,360,100    |                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   | 2,873,400 |   |

----

| (1)    | Refers                  to shares of our Common Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (2)    | Includes                  shares upon exercise of outstanding options in the amounts indicated:                  2004                  Equity Compensation Plan, 1,494,200; 2001 Equity Compensation Plan,                  595,000; and 1998 Equity Compensation Plan, 20,900.                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (3)    | Includes                  2,873,400 shares remaining under the 2004 Equity Compensation Plan.                  No                  shares remain available for grants under either the 2001 Equity                  Compensation Plan or the 1998 Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (4)    | Includes                  250,000 shares issuable pursuant to an option granted to a consultant                  pursuant to an individual compensation arrangement not under any                  equity                  compensation plan. The exercise price under this option grant is                  $9.815                  per share, with the shares vesting in equal installments on December                  13,                  2005; March 13, 2006; June 13, 2006; September 13, 2006; and December                  13,                  2006. The option has a termination date of March 8,                  2008. |

**ITEM        13.**
** **
**CERTAIN        RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR        INDEPENDENCE**

**Review        and Approval of Related Person Transactions **

| · | the                  benefits to us;                                                                                                                                                                                                                                                                        |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                        |
| · | the                  impact on a director’s independence in the event the related person is a                  director, an immediate family member of a director or an entity                  in which a                  director is a partner, stockholder or executive                  officer; |
|   |                                                                                                                                                                                                                                                                                                        |
| · | the                  availability of other sources for comparable products or                  services;                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                        |
| · | the                  terms of the transaction; and                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                        |
| · | the                  terms available to unrelated third parties or to employees                  generally.                                                                                                                                                                                                 |

**Related        Person Transactions**

| · | Any                  of our directors or officers;  |
|--------|----------------------------------------------------------|

| · | Any                  person proposed as a nominee for election as a                  director;  |
|--------|------------------------------------------------------------------------------------------------------|

| · | Any                  person who beneficially owns, directly or indirectly, shares carrying                  more                  than 5% of the voting rights attached to our outstanding shares                  of common                  stock;  |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Any                  of our promoters; or |
|--------|------------------------------------------------|

| · | Any                  relative or spouse of any of the foregoing persons who lives in                  the same                  house as such person.  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

**Non-Compete        Payments Made to Chief Operating Officer of Smart Commerce**

**Loans        Made by Certain Parties to the Chief Executive Officer**

**Certain        Investor Relations Service Provider and Company        Stockholder**

**Private        Placement of Common Stock to a Certain Director**

----

**Private        Placement of Common Stock to a Certain Affiliate by Chief Executive        Officer**

**Director        Independence**

**ITEM        14. PRINCIPAL ACCOUNTING FEES AND SERVICES**

*Audit        Fees*

*Audit-Related        Fees*

*Tax        Fees*

*All        Other Fees*

----

**PART        IV**

**ITEM        15. Exhibits, Financial Statement Schedules.**

| Exhibit                  No. | Description                                                                                                                                                                                                                                                                                                                                                                              |
|------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1                          | Asset                  Purchase Agreement, dated September 30, 2006, by and between Alliance                  Technologies, Inc., Smart CRM, Inc., and Smart Online, Inc. (incorporated                  herein by reference to Exhibit 2.1 to our Quarterly Report on Form                  10-Q,                  as filed with the SEC on November 14, 2006)                          |
| 3.1                          | Articles                  of Incorporation, as restated (incorporated herein by reference                  to Exhibit                  3.1 to our Registration Statement on Form SB-2, as filed with the                  SEC on                  September 30, 2004))                                                                                                                   |
| 3.2                          | Bylaws,                  as amended (previously filed)                                                                                                                                                                                                                                                                                                                                   |
| 4.1                          | Specimen                  Common Stock Certificate (incorporated herein by reference to Exhibit                  4.1                  to our Registration Statement on Form SB-2, as filed with the SEC                  on                  September 30, 2004)                                                                                                                         |
| 10.1*                        | 2004                  Equity Compensation Plan (incorporated herein by reference to Exhibit                  10.1                  to our Registration Statement on Form SB-2, as filed with the SEC                  on                  September 30, 2004)                                                                                                                            |
| 10.2*                        | Form                  of Incentive Stock Option Agreement under 2004 Equity Compensation                  Plan                  (incorporated herein by reference to Exhibit 10.2 to our Annual                  Report on                  Form 10-K, as filed with the SEC on July 11, 2006)                                                                                           |
| 10.3*                        | Form                  of Non-Qualified Stock Option Agreement under 2004 Equity Compensation                  Plan (incorporated herein by reference to Exhibit 10.3 to our Annual                  Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                        |
| 10.4*                        | 2001                  Equity Compensation Plan (terminated as to future grants April                  15, 2004)                  (incorporated herein by reference to Exhibit 10.2 to our Registration                  Statement on Form SB-2, as filed with the SEC on September 30,                  2004)                                                                            |
| 10.5*                        | 1998                  Equity Compensation Plan (terminated as to future grants effective                  April                  15, 2004) (incorporated herein by reference to Exhibit 10.3 to                  our                  Registration Statement on Form SB-2, as filed with the SEC on September                  30, 2004)                                                 |
| 10.6                         | Form                  of Reorganization, Lock-Up Proxy and Release Agreement, dated January                  1,                  2004, between Smart Online, Inc. and certain stockholders (incorporated                  herein by reference to Exhibit 10.4 to our Registration Statement                  on Form                  SB-2, as filed with the SEC on September 30, 2004) |
| 10.7                         | Form                  of Lock-up Agreement dated January 1, 2004 between Smart Online,                  Inc. and                  certain stockholders (incorporated herein by reference to Exhibit                  10.5 to                  our Registration Statement on Form SB-2, as filed with the SEC                  on                  September 30, 2004)                    |
| 10.8                         | Form                  of Subscription Agreement with lock-up provisions between Smart                  Online,                  Inc. and certain investors (incorporated herein by reference to                  Exhibit                  10.6 to our Registration Statement on Form SB-2, as filed with                  the SEC on                  September 30, 2004)                |
| 10.9                         | Form                  of Registration Rights Agreement dated as of February 1, 2004 between                  Smart Online, Inc. and certain investors (incorporated herein by                  reference                  to Exhibit 10.7 to our Registration Statement on Form SB-2, as                  filed with                  the SEC on September 30, 2004)                     |
| 10.10*                       | Employment                  Agreement dated April 1, 2004 with Michael Nouri (incorporated                  herein by                  reference to Exhibit 10.8 to our Registration Statement on Form                  SB-2, as                  filed with the SEC on September 30, 2004)                                                                                              |
| 10.11*                       | Employment                  Agreement dated April 1, 2004 with Henry Nouri (incorporated herein                  by                  reference to Exhibit 10.9 to our Registration Statement on Form                  SB-2, as                  filed with the SEC on September 30, 2004)                                                                                                |
| 10.12*                       | Employment                  Agreement dated April 1, 2004 with Ronna Loprete (incorporated                  herein by                  reference to Exhibit 10.10 to our Registration Statement on Form                  SB-2, as                  filed with the SEC on September 29, 2004)                                                                                             |
| 10.13*                       | Employment                  Agreement dated April 1, 2004 with Scott Whitaker (previously                  filed)                                                                                                                                                                                                                                                                        |

----

| 10.14* | Employment                  Agreement dated April 1, 2004 with Thomas Furr (previously                  filed)                                                                                                                                                                                                                                                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.15* | Amendment                  to the Employment Agreement dated November 9, 2005 with Thomas                  Furr                  (previously filed)                                                                                                                                                                                                                                                                                                                                         |
| 10.16* | Employment                  Agreement dated March 21, 2006 with Nicholas A. Sinigaglia (incorporated                  herein by reference to Exhibit 10.1 to our Current Report on Form                  8-K, as                  filed with the SEC on March 27, 2006)                                                                                                                                                                                                                     |
| 10.17* | Description                  of Salary Reduction Agreements (previously filed)                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.18  | Asset                  Purchase Agreement dated as of October 4, 2005 by and among Smart                  Online,                  Inc., Smart CRM, Computility, Inc. and certain shareholders of                  Computility, Inc. (incorporated herein by reference to Exhibit                  2.1 to our                  Current Report on Form 8-K, as filed with the SEC on October 7,                  2005)                                                                       |
| 10.19  | Stock                  Purchase Agreement dated as of October 17, 2005 by and among Smart                  Online,                  Inc., iMart Incorporated and the shareholders of iMart Incorporated                  (incorporated herein by reference to Exhibit 2.1 to our Current                  Report on                  Form 8-K, as filed with the SEC on October 24, 2005)                                                                                                   |
| 10.20* | Employment                  Agreement dated as of October 17, 2005 by and among Smart Online,                  Inc.,                  iMart Incorporated and Gary Mahieu (incorporated herein by reference                  to                  Exhibit 2.2 to our Current Report on Form 8-K, as filed with the                  SEC on                  October 24, 2005)                                                                                                                 |
| 10.21  | Letter                  Agreement dated February 23, 2005 by and between Smart Online,                  Inc. and                  Berkley Financial Services (BFS) Ltd. for financial advisory services                  (incorporated herein by reference to Exhibit 10.32 to our Annual                  Report on                  Form 10-K, as filed with the SEC on July 11, 2006)                                                                                                    |
| 10.22  | Consulting                  Agreement, dated October 4, 2005, by and between Smart Online,                  Inc. and                  Berkley Financial Services Ltd. (incorporated herein by reference                  to                  Exhibit 99.1 to our Current Report on Form 8-K, as filed with the                  SEC on                  November 10, 2005)                                                                                                                  |
| 10.23  | Consulting                  Agreement, dated October 26, 2005, by and between Smart Online,                  Inc. and                  General Investments Capital (GIC) Ltd. (incorporated herein by                  reference                  to Exhibit 99.2 to our Current Report on Form 8-K, as filed with                  the SEC                  on November 10, 2005)                                                                                                          |
| 10.24  | Settlement                  Agreement, effective May 31, 2006, by and between Smart Online,                  Inc. and                  General Investments Capital (GIC) Ltd. (incorporated herein by                  reference                  to Exhibit 99.1 to our Current Report on Form 8-K, as filed with                  the SEC                  on June 6, 2006)                                                                                                               |
| 10.25  | Form                  of Subscription Agreement, Subscriber Rights Agreement, and Dribble                  Out                  Agreement, dated August 17 and 21, 2006, by and between Smart Online,                  Inc.                  and certain investors (incorporated herein by reference to Exhibit                  10.2 to                  our Quarterly Report on Form 10-Q, as filed with the SEC on November                  14,                  2006)                  |
| 10.26  | Form                  of Subscription Agreement, Subscriber Rights Agreement, and Dribble                  Out                  Agreement, dated June 29 and July 6, 2006, by and between Smart                  Online,                  Inc. and certain investors (incorporated herein by reference to                  Exhibit                  10.36 to our Annual Report on Form 10-K, as filed with the SEC                  on July 11,                  2006)                      |
| 10.27  | Form                  of Subscription Agreement, Subscriber Rights Agreement, and Dribble                  Out                  Agreement, dated March 30, 2006, by and between Smart Online, Inc.                  and                  Atlas Capital, SA (incorporated herein by reference to Exhibit                  10.37 to                  our Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                 |
| 10.28  | Settlement                  Agreement, dated August 25, 2006, by and between Smart Online,                  Inc. and                  Berkley Financial Services, Ltd. (incorporated herein by reference                  to                  Exhibit 99.1 to our Current Report on Form 8-K, as filed with the                  SEC on                  August 28, 2006)                                                                                                                   |
| 10.29  | Form                  of Subscription Agreement, Registration Rights Agreement, and Dribble                  Out                  Agreement, dated July 19, September 7 and September 13, 2005, by                  and                  between Smart Online, Inc. and Atlas Capital, SA (incorporated                  herein by                  reference to Exhibit 10.38 to our Annual Report on Form 10-K, as                  filed                  with the SEC on July 11, 2006) |
| 10.30  | Form                  of Subscription Agreement, Registration Rights Agreement, and Dribble                  Out                  Agreement, dated September 7, 2005, by and between Smart Online,                  Inc. and                  Credit Suisse Zurich (incorporated herein by reference to Exhibit                  10.39 to                  our Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                         |
| 10.31  | Form                  of Subscription Agreement, Registration Rights Agreement, and Dribble                  Out                  Agreement, and Exhibits thereto, dated February 25, 2005, by and                  between                  Smart Online, Inc. and The Blueline Fund (incorporated herein by                  reference                  to Exhibit 10.40 to our Annual Report on Form 10-K, as filed with                  the SEC                  on July 11, 2006)     |
| 10.32* | Indemnification                  Agreement, dated April ,14 2006, by and between Smart Online, Inc.                  and                  David E.Y. Sarna (incorporated herein by reference to Exhibit 10.42                  to our                  Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                                                                 |

| 10.33* | Indemnification                  Agreement, dated April ,14 2006, by and between Smart Online, Inc.                  and                  Joan Keston (incorporated herein by reference to Exhibit 10.43                  to our                  Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006) |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| 10.34* | Indemnification                  Agreement, dated January 26, 2006, by and between Smart Online,                  Inc. and                  Tom Furr (incorporated herein by reference to Exhibit 10.44 to                  our Annual                  Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.35* | Indemnification                  Agreement, dated January 26, 2006, by and between Smart Online,                  Inc. and                  Henry Nouri (incorporated herein by reference to Exhibit 10.45                  to our                  Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.36* | Indemnification                  Agreement, dated April 14, 2006, by and between Smart Online, Inc.                  and                  Scott Whitaker (incorporated herein by reference to Exhibit 10.46                  to our                  Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.37* | Indemnification                  Agreement, dated January 26, 2006, by and between Smart Online,                  Inc. and                  Michael Nouri (incorporated herein by reference to Exhibit 10.47                  to our                  Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.38* | Smart                  Online, Inc. Revised Board Compensation Policy, effective August                  1, 2006                  (incorporated herein by reference to Exhibit 10.3 to our Quarterly                  Report                  on Form 10-Q, as filed with the SEC on November 14,                  2006)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.39* | Smart                  Online, Inc. Revised Board Compensation Policy, effective November                  17,                  2006 (previously filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.40  | Form                  of Amendments to Registration Rights Agreements and Amendments                  to                  Subscriber Rights Agreements, dated from October 2, 2006 through                  January                  26, 2007, by and between Smart Online, Inc. and certain investors                  (previously filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.41* | Amendment                  to Lock Box Agreement, dated November 8, 2006, by and between Smart                  Online, Inc., Smart Commerce, Inc. and certain former shareholders                  of                  iMart Incorporated (previously filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.42  | Business                  Loan Agreement, Promissory Note, Guaranty, Security Agreements                  and                  Collateral Assignments dated October 17, 2006 by and between Smart                  Online,                  Inc., Smart Commerce and Fifth Third Bank (previously                  filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.43  | Promissory                  Note, Loan Agreement, Agreement and Security Agreement dated November                  14,                  2006, by and between Smart Online, Inc. and Wachovia Bank, NA (previously                  filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 21.1   | Subsidiaries                  of Smart Online, Inc. (previously filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 23.1   | Consent                  of Independent Registered Public Accounting Firm (previously                  filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 23.2   | Consent                  of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 31.1   | Certification                  of Chief Executive Officer Pursuant to Rule 13a-14/15d-14 as Adopted                  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (previously                  filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 31.2   | Certification                  of Chief Financial Officer Pursuant to Rule 13a-14/15d-14 as Adopted                  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (previously                  filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 31.3   | Certification                  of Chief Executive Officer Pursuant to Rule 13a-14/15d-14 as Adopted                  Pursuant to Section 302 of the Sarbanes-Oxley Act of                  2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 31.4   | Certification                  of Chief Financial Officer Pursuant to Rule 13a-14/15d-14 as Adopted                  Pursuant to Section 302 of the Sarbanes-Oxley Act of                  2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 32.1   | Certification                  of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,                  as Adopted                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. [This                  exhibit                  is being furnished pursuant to Section 905 of the Sarbanes-Oxley                  Act of                  2002 and shall not, except to the extent required by that Act,                  be deemed                  to be incorporated by reference into any document or filed herewith                  for                  the purposes of liability under the Securities Exchange Act of                  1934, as                  amended, or the Securities Act of 1933, as amended, as the case                  may be.]                  (previously filed) |
| 32.2   | Certification                  of Chief Financial Officer to Pursuant to 18 U.S.C. Section 1350,                  as                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                  [This                  exhibit is being furnished pursuant to Section 905 of the Sarbanes-Oxley                  Act of 2002 and shall not, except to the extent required by that                  Act, be                  deemed to be incorporated by reference into any document or filed                  herewith                  for the purposes of liability under the Securities Exchange Act                  of 1934,                  as amended, or the Securities Act of 1933, as amended, as the case                  may                  be.] (previously filed)                |

----

**SIGNATURES**

|                            |   | SMART                  ONLINE, INC.          |
|---------------------------------|--------|----------------------------------------------|
|                            |   |                                         |
|                            |   |                                         |
| April                  30, 2007 |   | /s/                  Dennis Michael Nouri    |
|                            |   | Dennis                  Michael Nouri        |
|                            |   | Principal                  Executive Officer |

|                                 | By:                   /s/ Michael                  Nouri                                                                                                                                                                                                                                      |
|---------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| April                  30, 2007 |                          Michael Nouri                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                 |                          Principal Executive Officer and Director                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                 | By:                   /s/ Nicholas A.                  Sinigaglia                                                                                                                                                                                                                                                                                              |
| April                  30, 2007 |                          Nicholas A. Sinigaglia                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                            |                          Principal Accounting Officer                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                 | By:                     /s/ Thomas                    Furr                                                                                                                                                                                                                     |
| April                  30, 2007 |                        Thomas Furr                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                            |                          Chief Operating Officer and Director                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| April                  30, 2007 | By:                     /s/ Jeffrey W.                    LeRose                                                                                                                                                                                                                                             |
|                            |                          Jeffrey W. LeRose                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                            |                          Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                 | By:                                                                                                       |
| April                  30, 2007 |                        Shlomo Elia                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                            |                          Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                 | By:                     /s/ C. James Meese,                    Jr.                                                                                                                                                                                                                                                |
| April                  30, 2007 |                        C. James Meese, Jr.                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                            |                          Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                            | By:                   /s/ Philippe                  Pouponnot                                                                                                                                                                                                                                                     |
| April                  30, 2007 |                          Philippe Pouponnot                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                 |                          Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

----

**INDEX        OF EXHIBITS**

| Exhibit                  No. | Description                                                                                                                                                                                                                                                                                                                                                                                                           |
|------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1                          | Asset                  Purchase Agreement, dated September 30, 2006, by and between Alliance                  Technologies, Inc., Smart CRM, Inc., and Smart Online, Inc. (incorporated                  herein by reference to Exhibit 2.1 to our Quarterly Report on Form                  10-Q,                  as filed with the SEC on November 14, 2006)                                                       |
| 3.1                          | Articles                  of Incorporation, as restated (incorporated herein by reference                  to Exhibit                  3.1 to our Registration Statement on Form SB-2, as filed with the                  SEC on                  September 30, 2004))                                                                                                                                                |
| 3.2                          | Bylaws,                  as amended (previously filed)                                                                                                                                                                                                                                                                                                                                                                |
| 4.1                          | Specimen                  Common Stock Certificate (incorporated herein by reference to Exhibit                  4.1                  to our Registration Statement on Form SB-2, as filed with the SEC                  on                  September 30, 2004)                                                                                                                                                      |
| 10.1*                        | 2004                  Equity Compensation Plan (incorporated herein by reference to Exhibit                  10.1                  to our Registration Statement on Form SB-2, as filed with the SEC                  on                  September 30, 2004)                                                                                                                                                         |
| 10.2*                        | Form                  of Incentive Stock Option Agreement under 2004 Equity Compensation                  Plan                  (incorporated herein by reference to Exhibit 10.2 to our Annual                  Report on                  Form 10-K, as filed with the SEC on July 11, 2006)                                                                                                                        |
| 10.3*                        | Form                  of Non-Qualified Stock Option Agreement under 2004 Equity Compensation                  Plan (incorporated herein by reference to Exhibit 10.3 to our Annual                  Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                                                     |
| 10.4*                        | 2001                  Equity Compensation Plan (terminated as to future grants April                  15, 2004)                  (incorporated herein by reference to Exhibit 10.2 to our Registration                  Statement on Form SB-2, as filed with the SEC on September 30,                  2004)                                                                                                         |
| 10.5*                        | 1998                  Equity Compensation Plan (terminated as to future grants effective                  April                  15, 2004) (incorporated herein by reference to Exhibit 10.3 to                  our                  Registration Statement on Form SB-2, as filed with the SEC on September                  30, 2004)                                                                              |
| 10.6                         | Form                  of Reorganization, Lock-Up Proxy and Release Agreement, dated January                  1,                  2004, between Smart Online, Inc. and certain stockholders (incorporated                  herein by reference to Exhibit 10.4 to our Registration Statement                  on Form                  SB-2, as filed with the SEC on September 30, 2004)                              |
| 10.7                         | Form                  of Lock-up Agreement dated January 1, 2004 between Smart Online,                  Inc. and                  certain stockholders (incorporated herein by reference to Exhibit                  10.5 to                  our Registration Statement on Form SB-2, as filed with the SEC                  on                  September 30, 2004)                                                 |
| 10.8                         | Form                  of Subscription Agreement with lock-up provisions between Smart                  Online,                  Inc. and certain investors (incorporated herein by reference to                  Exhibit                  10.6 to our Registration Statement on Form SB-2, as filed with                  the SEC on                  September 30, 2004)                                             |
| 10.9                         | Form                  of Registration Rights Agreement dated as of February 1, 2004 between                  Smart Online, Inc. and certain investors (incorporated herein by                  reference                  to Exhibit 10.7 to our Registration Statement on Form SB-2, as                  filed with                  the SEC on September 30, 2004)                                                  |
| 10.10*                       | Employment                  Agreement dated April 1, 2004 with Michael Nouri (incorporated                  herein by                  reference to Exhibit 10.8 to our Registration Statement on Form                  SB-2, as                  filed with the SEC on September 30, 2004)                                                                                                                           |
| 10.11*                       | Employment                  Agreement dated April 1, 2004 with Henry Nouri (incorporated herein                  by                  reference to Exhibit 10.9 to our Registration Statement on Form                  SB-2, as                  filed with the SEC on September 30, 2004)                                                                                                                             |
| 10.12*                       | Employment                  Agreement dated April 1, 2004 with Ronna Loprete (incorporated                  herein by                  reference to Exhibit 10.10 to our Registration Statement on Form                  SB-2, as                  filed with the SEC on September 29, 2004)                                                                                                                          |
| 10.13*                       | Employment                  Agreement dated April 1, 2004 with Scott Whitaker (previously                  filed)                                                                                                                                                                                                                                                                                                     |
| 10.14*                       | Employment                  Agreement dated April 1, 2004 with Thomas Furr (previously                  filed)                                                                                                                                                                                                                                                                                                        |
| 10.15*                       | Amendment                  to the Employment Agreement dated November 9, 2005 with Thomas                  Furr                  (previously filed)                                                                                                                                                                                                                                                                   |
| 10.16*                       | Employment                  Agreement dated March 21, 2006 with Nicholas A. Sinigaglia (incorporated                  herein by reference to Exhibit 10.1 to our Current Report on Form                  8-K, as                  filed with the SEC on March 27, 2006)                                                                                                                                               |
| 10.17*                       | Description                  of Salary Reduction Agreements (previously filed)                                                                                                                                                                                                                                                                                                                                        |
| 10.18                        | Asset                  Purchase Agreement dated as of October 4, 2005 by and among Smart                  Online,                  Inc., Smart CRM, Computility, Inc. and certain shareholders of                  Computility, Inc. (incorporated herein by reference to Exhibit                  2.1 to our                  Current Report on Form 8-K, as filed with the SEC on October 7,                  2005) |
| 10.19                        | Stock                  Purchase Agreement dated as of October 17, 2005 by and among Smart                  Online,                  Inc., iMart Incorporated and the shareholders of iMart Incorporated                  (incorporated herein by reference to Exhibit 2.1 to our Current                  Report on                  Form 8-K, as filed with the SEC on October 24,                  2005)            |

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| 10.20* | Employment                  Agreement dated as of October 17, 2005 by and among Smart Online,                  Inc.,                  iMart Incorporated and Gary Mahieu (incorporated herein by reference                  to                  Exhibit 2.2 to our Current Report on Form 8-K, as filed with the                  SEC on                  October 24, 2005)                                                                                                                 |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.21  | Letter                  Agreement dated February 23, 2005 by and between Smart Online,                  Inc. and                  Berkley Financial Services (BFS) Ltd. for financial advisory services                  (incorporated herein by reference to Exhibit 10.32 to our Annual                  Report on                  Form 10-K, as filed with the SEC on July 11, 2006)                                                                                                    |
| 10.22  | Consulting                  Agreement, dated October 4, 2005, by and between Smart Online,                  Inc. and                  Berkley Financial Services Ltd. (incorporated herein by reference                  to                  Exhibit 99.1 to our Current Report on Form 8-K, as filed with the                  SEC on                  November 10, 2005)                                                                                                                  |
| 10.23  | Consulting                  Agreement, dated October 26, 2005, by and between Smart Online,                  Inc. and                  General Investments Capital (GIC) Ltd. (incorporated herein by                  reference                  to Exhibit 99.2 to our Current Report on Form 8-K, as filed with                  the SEC                  on November 10, 2005)                                                                                                          |
| 10.24  | Settlement                  Agreement, effective May 31, 2006, by and between Smart Online,                  Inc. and                  General Investments Capital (GIC) Ltd. (incorporated herein by                  reference                  to Exhibit 99.1 to our Current Report on Form 8-K, as filed with                  the SEC                  on June 6, 2006)                                                                                                               |
| 10.25  | Form                  of Subscription Agreement, Subscriber Rights Agreement, and Dribble                  Out                  Agreement, dated August 17 and 21, 2006, by and between Smart Online,                  Inc.                  and certain investors (incorporated herein by reference to Exhibit                  10.2 to                  our Quarterly Report on Form 10-Q, as filed with the SEC on November                  14,                  2006)                  |
| 10.26  | Form                  of Subscription Agreement, Subscriber Rights Agreement, and Dribble                  Out                  Agreement, dated June 29 and July 6, 2006, by and between Smart                  Online,                  Inc. and certain investors (incorporated herein by reference to                  Exhibit                  10.36 to our Annual Report on Form 10-K, as filed with the SEC                  on July 11,                  2006)                      |
| 10.27  | Form                  of Subscription Agreement, Subscriber Rights Agreement, and Dribble                  Out                  Agreement, dated March 30, 2006, by and between Smart Online, Inc.                  and                  Atlas Capital, SA (incorporated herein by reference to Exhibit                  10.37 to                  our Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                 |
| 10.28  | Settlement                  Agreement, dated August 25, 2006, by and between Smart Online,                  Inc. and                  Berkley Financial Services, Ltd. (incorporated herein by reference                  to                  Exhibit 99.1 to our Current Report on Form 8-K, as filed with the                  SEC on                  August 28, 2006)                                                                                                                   |
| 10.29  | Form                  of Subscription Agreement, Registration Rights Agreement, and Dribble                  Out                  Agreement, dated July 19, September 7 and September 13, 2005, by                  and                  between Smart Online, Inc. and Atlas Capital, SA (incorporated                  herein by                  reference to Exhibit 10.38 to our Annual Report on Form 10-K, as                  filed                  with the SEC on July 11, 2006) |
| 10.30  | Form                  of Subscription Agreement, Registration Rights Agreement, and Dribble                  Out                  Agreement, dated September 7, 2005, by and between Smart Online,                  Inc. and                  Credit Suisse Zurich (incorporated herein by reference to Exhibit                  10.39 to                  our Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                         |
| 10.31  | Form                  of Subscription Agreement, Registration Rights Agreement, and Dribble                  Out                  Agreement, and Exhibits thereto, dated February 25, 2005, by and                  between                  Smart Online, Inc. and The Blueline Fund (incorporated herein by                  reference                  to Exhibit 10.40 to our Annual Report on Form 10-K, as filed with                  the SEC                  on July 11, 2006)     |
| 10.32* | Indemnification                  Agreement, dated April ,14 2006, by and between Smart Online, Inc.                  and                  David E.Y. Sarna (incorporated herein by reference to Exhibit 10.42                  to our                  Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                                                                 |
| 10.33* | Indemnification                  Agreement, dated April ,14 2006, by and between Smart Online, Inc.                  and                  Joan Keston (incorporated herein by reference to Exhibit 10.43                  to our                  Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                                                                      |
| 10.34* | Indemnification                  Agreement, dated January 26, 2006, by and between Smart Online,                  Inc. and                  Tom Furr (incorporated herein by reference to Exhibit 10.44 to                  our Annual                  Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                                                                       |
| 10.35* | Indemnification                  Agreement, dated January 26, 2006, by and between Smart Online,                  Inc. and                  Henry Nouri (incorporated herein by reference to Exhibit 10.45                  to our                  Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                                                                    |
| 10.36* | Indemnification                  Agreement, dated April 14, 2006, by and between Smart Online, Inc.                  and                  Scott Whitaker (incorporated herein by reference to Exhibit 10.46                  to our                  Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                                                                   |
| 10.37* | Indemnification                  Agreement, dated January 26, 2006, by and between Smart Online,                  Inc. and                  Michael Nouri (incorporated herein by reference to Exhibit 10.47                  to our                  Annual Report on Form 10-K, as filed with the SEC on July 11,                  2006)                                                                                                                                                  |

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| 10.38* | Smart                  Online, Inc. Revised Board Compensation Policy, effective August                  1, 2006                  (incorporated herein by reference to Exhibit 10.3 to our Quarterly                  Report                  on Form 10-Q, as filed with the SEC on November 14,                  2006)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.39* | Smart                  Online, Inc. Revised Board Compensation Policy, effective November                  17,                  2006 (previously filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.40  | Form                  of Amendments to Registration Rights Agreements and Amendments                  to                  Subscriber Rights Agreements, dated from October 2, 2006 through                  January                  26, 2007, by and between Smart Online, Inc. and certain investors                  (previously filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.41* | Amendment                  to Lock Box Agreement, dated November 8, 2006, by and between Smart                  Online, Inc., Smart Commerce, Inc. and certain former shareholders                  of                  iMart Incorporated (previously filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.42  | Business                  Loan Agreement, Promissory Note, Guaranty, Security Agreements                  and                  Collateral Assignments dated October 17, 2006 by and between Smart                  Online,                  Inc., Smart Commerce and Fifth Third Bank (previously                  filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.43  | Promissory                  Note, Loan Agreement, Agreement and Security Agreement dated November                  14,                  2006, by and between Smart Online, Inc. and Wachovia Bank, NA (previously                  filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 21.1   | Subsidiaries                      of Smart Online, Inc. (previously filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 23.1   | Consent                  of Independent Registered Public Accounting Firm (previously                  filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 23.2   | Consent                  of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 31.1   | Certification                  of Chief Executive Officer Pursuant to Rule 13a-14/15d-14 as Adopted                  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (previously                  filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 31.2   | Certification                  of Chief Financial Officer Pursuant to Rule 13a-14/15d-14 as Adopted                  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (previously                  filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 31.3   | Certification                  of Chief Executive Officer Pursuant to Rule 13a-14/15d-14 as Adopted                  Pursuant to Section 302 of the Sarbanes-Oxley Act of                  2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 31.4   | Certification                  of Chief Financial Officer Pursuant to Rule 13a-14/15d-14 as Adopted                  Pursuant to Section 302 of the Sarbanes-Oxley Act of                  2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 32.1   | Certification                  of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,                  as Adopted                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. [This                  exhibit                  is being furnished pursuant to Section 905 of the Sarbanes-Oxley                  Act of                  2002 and shall not, except to the extent required by that Act,                  be deemed                  to be incorporated by reference into any document or filed herewith                  for                  the purposes of liability under the Securities Exchange Act of                  1934, as                  amended, or the Securities Act of 1933, as amended, as the case                  may be.]                  (previously filed) |
| 32.2   | Certification                  of Chief Financial Officer to Pursuant to 18 U.S.C. Section 1350,                  as                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                  [This                  exhibit is being furnished pursuant to Section 905 of the Sarbanes-Oxley                  Act of 2002 and shall not, except to the extent required by that                  Act, be                  deemed to be incorporated by reference into any document or filed                  herewith                  for the purposes of liability under the Securities Exchange Act                  of 1934,                  as amended, or the Securities Act of 1933, as amended, as the case                  may                  be.] (previously filed)                |