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                                                                   EXHIBIT 10.34


Proprietary Notice



Restrictions on Use and Disclosure of Service Level Agreement Information Data.


The information contained in all sheets of this Service Level Agreement
constitutes trade secrets and/or information that are commercial or financial
and confidential or privileged. It is furnished to viaLink in confidence with
the understanding that it will not, without permission of the offeror, be used
or disclosed for other than evaluation purposes. However, in the event a
contract is awarded on the basis of this Service Level Agreement, viaLink shall
have the right to use and disclose this information to the extent provided in
that contract. The restriction does not limit viaLink's right to use or disclose
this information if obtained from another source without restriction.





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TABLE OF CONTENTS

<TABLE>
<S>                                                                                                     <C>
1.   Terms and Conditions of Sale........................................................................3

Confidential Disclosure Agreement
</TABLE>














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                          Terms and Conditions of Sale

     This Service Level Agreement ("Agreement") is made between HEWLETT-PACKARD
     COMPANY, a Delaware corporation, ("HP") and The viaLink Company, an
     Oklahoma corporation, ("viaLink") as of May 28, 1999 ("Effective Date").

1.  DEFINITIONS

Definitions set forth below or elsewhere in this Agreement shall apply anywhere
else in the Agreement where such defined terms are used unless a specific
definition is expressly provided for use only within a given section or
sections.

    1.1 "Agreement" means this Service Level Agreement for Operations Services
    including all exhibits and any amendments hereafter made a part of this
    Agreement.

    1.2 "viaLink's Confidential Information" means proprietary business
    information, viaLink Information (as hereinafter defined), Trade Secrets,
    Intellectual Property Rights, viaLink's Security Policies and Procedures,
    Assessments performed pursuant to Section 5.8 of Exhibit A, and viaLink's
    Customer data or information processed or stored by the Computer Environment
    Resources and/or other information regarding viaLink or any of its
    subsidiaries and/or any of viaLink's Customers, regardless of whether any of
    such information is specifically marked as confidential. viaLink's
    Confidential Information shall not include information which was otherwise
    confidential but which (i) has become public knowledge, (ii) was already
    known by HP from independent and unrestricted sources prior to disclosure by
    viaLink, (iii) has been disclosed by viaLink to others without restriction
    on further disclosure, (iv) was rightfully received from a third party
    without a duty of confidentiality, (v) was independently developed by the
    receiving party prior to or independent of the disclosure, (vi) was
    disclosed under requirement of law (provided that if such disclosure is
    required by law, HP shall have given viaLink prior notice and an opportunity
    to contest or appeal the order requiring such disclosure), and (vii) was
    disclosed by the receiving party with the disclosing party's prior written
    approval.

    1.3 "HP Confidential Information" means proprietary business information,
    Trade Secrets, Intellectual Property Rights and/or other information, which
    is marked as confidential, regarding HP or any of its subsidiaries. HP's
    Confidential Information shall not include information which was otherwise
    confidential but which (i) has become public knowledge, (ii) was already
    known by viaLink from independent and unrestricted sources prior to
    disclosure by HP, (iii) has been disclosed by HP to others without
    restriction on further disclosure, (iv) was rightfully received from a third
    party without a duty of confidentiality, (v) was independently developed by
    the receiving party prior to or independent of the disclosure, (vi) was
    disclosed under requirement of law (provided that if such disclosure is
    required by law, viaLink shall have given HP prior notice and an opportunity
    to contest or appeal the order requiring such disclosure), and (vii) was
    disclosed by the receiving party with the disclosing party's prior written
    approval.



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    1.4 "Trade Secrets" means any proprietary information not generally known in
    the industry in which viaLink or HP, as the case may be, is engaged,
    including information relating to such party's business affairs, finances,
    properties, methods of operation, developed software, sources of and
    arrangements for hardware supplied to clients, submission and proposal
    procedures, customer or contact lists, commercial information, and/or price
    or product information supplied by customers or either HP or viaLink, as the
    case may be.


    1.5 "Transition Services" shall be defined as set forth in Section 14 below.


    1.6 "viaLink's Customer(s)" means any person or entity who enters into a
    license agreement or otherwise contracts with viaLink for the use of or
    access to the viaLink Software.

    1.7 "viaLink Hardware" means the computer systems, peripherals, terminals,
    firmware, communications equipment and all related hardware products owned
    or leased by viaLink which will be used by HP in performing Operations
    Services under this Agreement.

    1.8 "viaLink Software" means the computer programs including documentation
    relating thereto, all updates and new releases thereof, licensed from HP or
    third parties, or owned by viaLink as listed in Exhibit A, which will be
    used by HP subject to this Agreement in performing Operations Services
    hereunder.

    1.9 "viaLink Information" means viaLink's and/or viaLink's Customers'
    Confidential Information and data provided either physically or by access to
    HP for performance of Operations Services under the requirements of this
    Agreement, regardless of whether the same is marked as confidential.

    1.10 "HP Hardware" means the computer systems, peripherals, terminals,
    firmware and all related hardware products owned or leased by HP, which will
    be used by HP in performing Operations Services under this Agreement.

    1.11 "HP Software" means the computer programs including documentation
    relating thereto, all updates and new releases thereof, which HP licenses or
    owns as listed in Exhibit A which will be used by HP in performing
    Operations Services hereunder and does not include software licensed by
    viaLink from HP.

    1.12 "Intellectual Property Rights" includes copyrights, patents, trade
    marks, service marks, design rights (whether registered or unregistered),
    semiconductor topography rights, Trade Secrets and all other similar
    proprietary rights.

    1.13 "Materials" means all tangible materials developed in the course of
    this Agreement including documents, records, and other copies including
    materials which embody computer software programs.




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    1.14 "Operations Services" means the services to be performed by HP as
    described in this Agreement.

    1.15 "Change Management Process" means the process as defined in this
    Agreement to implement Service Change Orders and Service Change Requests.

    1.16 "Service Change Order" means a request to change the scope of the
    current Agreement to be covered by Operations Service as detailed in this
    Agreement.

    1.17 "Service Change Request" means a request for an in scope change or
    modification to the service deliverables as detailed in this Agreement.

    1.18 "Service Fees" means the fees payable by viaLink as specified in
    Exhibit C, Service Fee Schedule.

    1.19 "Service Level Objectives" means the predetermined, objective
    performance criteria for delivery of Operations Services as described in
    Exhibit B, Service Level Objectives.

    1.20 "Stable Environment" means an environment which meets the stability
    criteria set forth in Exhibit A.



2. HP OBLIGATIONS

    2.1 HP will perform Operations Services in full compliance with the terms
    and conditions of this Agreement.

    2.2 HP will provide viaLink with periodic reports described in Exhibit A,
    which reports, without limiting the generality of the foregoing, shall
    compare HP's performance to the Service Level Objectives specified in
    Exhibit B.

    2.3 HP may select qualified and reputable subcontractors to fulfill any of
    HP's obligations, provided, however, and notwithstanding anything to the
    contrary elsewhere in this Agreement, that HP will advise viaLink upon the
    selection of such subcontractors which will fill key positions; and further
    provided, and notwithstanding anything to the contrary in this Agreement,
    any subcontracting of its obligations under this Agreement shall not reduce
    the liability of HP to viaLink and HP shall remain liable to viaLink for all
    of its obligations under this Agreement, whether Operations Services are
    provided by HP or by subcontractors of HP as allowed by this Agreement.
    Moreover, HP shall require each such Subcontractor and its employees to
    execute an agreement to be bound by HP's obligations under this Agreement
    regarding viaLink Confidential Information.

    2.4 HP shall appoint a representative to supervise and coordinate HP's
    performance of obligations. HP may change its representative at any time
    upon written notice.

    2.5 HP will make viaLink aware of, as soon as reasonably feasible, any
    software viruses discovered by HP which may impact Operations Services. In
    addition HP will provide





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    notification to a viaLink contact upon receipt of an SNMP Trap or a log file
    error message generated by the viaLink provided virus scanning software. HP
    shall have no other obligations with regard to viruses.

    2.6 HP will be responsible for all its own costs and expenses except for
    those costs and expenses for which viaLink is specifically responsible as
    set out in this Agreement.


3. viaLink OBLIGATIONS

    3.1 viaLink will comply with its obligations set forth in this Agreement in
    full compliance with the terms and conditions of this Agreement.

    3.2 LBI

    3.3 Subject to the terms and conditions of this Agreement, viaLink will
    provide HP with access to and use of such viaLink data, viaLink Software and
    internal resources as reasonably determined by viaLink and HP to be
    necessary to deliver Operation Services required by the terms of this
    Agreement.

    3.4 HP will not be liable for failure to meet Service Level Objectives due
    to delayed, false or inaccurate information provided by viaLink, unless such
    delay or inaccuracy is attributable to any failure on HP's part to meet its
    obligations under this Agreement.

    3.5 viaLink will be responsible for all its own costs and expenses except
    for those costs and related expenses for which HP is specifically
    responsible as set out in this Agreement.

    3.6 Except as expressly provided in this Section 3.6, viaLink has sole
    responsibility to ensure that viaLink's Computing Environment Resources, as
    defined in Exhibit A, is Year 2000 compliant. HP is not providing Year 2000
    services (for example, Year 2000 assessment, conversion or testing) under
    this Agreement. viaLink acknowledges that HP shall not be responsible for
    failure to perform Operations Services under this Agreement, if such failure
    is the result, directly or indirectly, of the inability of any products (for
    example, hardware, software or firmware), other than HP Hardware and/or HP
    Software, to correctly process, provide or receive data (i.e.,
    representations for month, day and year) and to properly exchange date data
    with the HP Software or deliverables provided by HP under this Agreement.
    Notwithstanding anything to the contrary in this Agreement or in any other
    agreement between the parties prior to the effective date of this Agreement,
    HP represents that HP Hardware and HP Software used to deliver Services
    hereunder shall comply with the following Year 2000 requirements:

     a.   Consistently and accurately handle and process date information
          before, during and after January 1, 2000, including but not limited to
          accepting date input, providing date output, and performing
          calculations on dates or portions of dates;




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     b.   Function accurately without interruption (or disruption of other
          software, hardware or systems) before, during and after January 1,
          2000 without any change in operations; and

     c.   Store and provide output of date information in ways that are
          unambiguous as to century.

For third party products that HP sells or supplies under the requirements of
this Agreement, HP will coordinate and help certify such products as Year 2000
compliant; however, except as otherwise provided in this Agreement, HP cannot be
held liable for Year 2000 compliance of these third party products.



4.  HARDWARE

    4.1 Except as otherwise provided in this Agreement, HP will perform
    Operations Services using viaLink Hardware. Subject to viaLink's prior
    written consent, which consent shall not be unreasonably withheld, HP may
    use HP Hardware instead of, or in addition to, viaLink Hardware.

    4.2 Title to HP Hardware is retained by HP and viaLink has no rights thereto
    except as specifically permitted under this Agreement. When HP Hardware is
    installed at viaLink sites, viaLink is responsible for all physical loss and
    damage of such HP Hardware other than that caused directly and solely by HP.
    HP may upgrade and replace HP Hardware as HP, in its sole discretion deems
    appropriate so long as it does not adversely impact the viaLink Software
    and/or viaLink Hardware, reduce the Service Level Objectives or make any
    change to the Operations Services. HP will advise viaLink of any upgrades
    and replacement to HP Hardware that may have an impact on viaLink's
    Computing Environment Resources.

    4.3 Title to viaLink Hardware is retained by viaLink and HP has no rights
    thereto except as specifically permitted under this Agreement. When viaLink
    Hardware is installed at HP sites, HP is responsible for all physical loss
    and damage of such viaLink Hardware other than that caused directly and
    solely by viaLink.

    4.4 HP will not change the location where HP provides viaLink the services
    set forth in this Agreement without the prior written consent of viaLink,
    which consent will not be unreasonably withheld.


5.  SOFTWARE

    5.1 HP will perform Operations Services using said viaLink Software and HP
    Software.

    5.2 viaLink grants HP a non-exclusive license at no charge to use viaLink
    Software during the term of this Agreement and, if applicable during any
    holdover period after expiration or termination of the Agreement, solely for
    the purpose of delivering Operations Services. viaLink Software will be
    supported as described in Exhibit A.



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    5.3 Subject to the limitations set forth in Section 12.6.1, in the event any
    claim is brought against HP, its employees, agents or subcontractors
    alleging the disclosure to HP or use by HP of viaLink Software developed
    solely by viaLink for purposes of this Agreement (except software licensed
    from HP) which resulted in infringement of third party Intellectual Property
    Rights viaLink hereby agrees to indemnify, and defend HP for all damages,
    costs, demands, liabilities, expenses and losses incurred by HP in
    connection with such claim including reasonable attorneys' fees and court
    costs, provided:

        5.3.1 HP promptly notifies viaLink in writing of the claim;

        5.3.2 HP cooperates with viaLink in such defense and settlement; and,

        5.3.3 HP grants viaLink sole authority to control the defense and any
        related settlement;

        5.3.4 viaLink shall pay any damages and costs finally awarded by a court
        in any Infringement Action against viaLink;

        5.3.5 viaLink has no obligation for any claim of infringement arising
        from:

            5.3.5.1 Any Infringement Action arising by reason of the authorized
                    use by viaLink at any time of HP Software received by
                    viaLink from HP; and

            5.3.5.2 Any Infringement Action arising solely by reason of
                    viaLink's compliance with any instructions of HP.

        5.3.6 This Section 5.3 states viaLink's entire liability for
        indemnification claims regarding third party intellectual property
        infringement

    5.4 Subject to the limitations set forth in Section 12.2.3, in the event any
    claim is brought against viaLink, its employees, agents or subcontractors
    alleging the disclosure to viaLink or use by viaLink of HP Software
    developed solely by HP and used by HP to deliver Operations Services under
    this Agreement (except software licensed from viaLink) which resulted in
    infringement of third party Intellectual Property Rights, HP hereby agrees
    to indemnify, and defend viaLink for all damages, costs, demands,
    liabilities, expenses and losses incurred by viaLink in connection with such
    claim including reasonable attorneys' fees and court costs, provided:


        5.4.1 viaLink promptly notifies HP in writing of the claim;

        5.4.2 viaLink cooperates with HP in such defense and settlement; and,

        5.4.3 viaLink grants HP sole authority to control the defense and any
        related settlement;

        5.4.4 HP shall pay any damages and costs finally awarded by a court in
        any Infringement Action against viaLink;

        5.4.5 HP has no obligation for any claim of infringement arising from:




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            5.4.5.1 Any Infringement Action arising by reason of the authorized
                    use by HP at any time of viaLink Software received by HP
                    from viaLink; and

            5.4.5.2 Any Infringement Action arising solely by reason of HP's
                    compliance with any instructions of viaLink.

        5.4.6 This Section 5.4 states HP's entire indemnification liability to
        viaLink for any third party claims against viaLink of third party
        intellectual property infringement

    5.5 To the extent that any of the viaLink Software listed in Exhibit A is
    proprietary HP software licensed by viaLink from HP, it shall be used by HP
    and continue to be licensed to viaLink under the terms of the applicable HP
    software license terms which shall remain in full force and effect;
    provided, however, that in the event of any conflict between the terms of
    such software license and the terms of this Agreement, the terms of this
    Agreement shall control and supercede any conflicting portions of the
    software license terms.


6.  PRICE AND PAYMENT

    6.1 In consideration of HP's delivery of Operations Services described in
    this Agreement, viaLink, subject to the terms and conditions of this
    Agreement, will pay HP the Service Fees as set out in Exhibit C.

    6.2 HP may adjust Service Fees on an annual basis in an amount not to exceed
    any cost of living increases reflected in the Employment Cost Index (ECI)
    ECU21222A.

    6.3 Payment is due 30 days from HP's invoice date. Service Fees as stated in
    Exhibit C will be invoiced not more than ten (10) days prior to the
    beginning of each month of the Term of this Agreement. HP may change payment
    terms to require viaLink to make payment within 60 days in advance of
    services to be performed if viaLink, for three(3) consecutive months, fails
    to pay any Service Fees due pursuant to this Section 6 within the time set
    forth herein.

    6.4 L.B.I.

    6.5 Taxes, such as sales, use, service, value added or like taxes, are not
    included in the Service Fees and will be invoiced, if applicable, as
    separate items. Taxes on income are specifically excluded from the taxes
    described in this Section. Both parties will work together to segregate the
    amounts paid to HP under this Agreement into (a) those for taxable services
    to viaLink, and (b) those for nontaxable services to viaLink.

    6.6 HP's charges to viaLink in respect of the Operation Services shall not
    exceed HP's lowest charges to any other person or entity for whom it
    provides similar Operations Services under the same or similar terms and
    conditions to those set forth in this Agreement.

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7.  CHANGE MANAGEMENT

    7.1 Service Change Orders and Service Change Requests can be submitted by
    viaLink or HP as described in this Agreement.

    7.2 Service Change Request viaLink or HP may submit a Service Change Request
    provided the change will not result in a change in price to viaLink. If HP
    reasonably determines that the Service Change Request will result in a
    change in any fees under this Agreement, it will be treated as a Service
    Change Order. Service Change Requests will be implemented in accordance with
    the Change Management Process as set forth in Exhibit F.

    7.3 Service Change Order viaLink or HP may submit to the other a written
    Service Change Order to request a change to the Operations Services that are
    not within the scope of the Agreement. The Service Change Order shall be
    managed in accordance with the process described in Exhibit F.

        7.3.1 The Service Change Order must include:

            7.3.1.1 A description of the requested change;

            7.3.1.2 The purpose for the change;

            7.3.1.3 The priority;

            7.3.1.4 Date of requested implementation;

            7.3.1.5 Signature of authorized requester.

        7.3.2 As set forth in Exhibit F, HP will advise viaLink of the resultant
        impact of the Service Change Order on price, schedule and potential
        impact on the performance and availability of the Computing Environment
        Resources. Notwithstanding anything to the contrary in this Agreement,
        prior to implementation, the parties must mutually agree upon all
        Service Change Orders and any resulting change in the fees due under
        this Agreement or in the Operations Services to be performed and the
        Service Level Objectives to be met under this Agreement. Prior to such
        agreement, HP shall continue to perform and to be paid as if such
        Service Change Order had not been requested or recommended. In the event
        that if either party proposes a Service Change Order which represents a
        material change in the Operations Services in the other party's
        judgement, and the parties do not agree upon all of the terms of, and
        impact of, such Service Change Order within sixty (60) days after its
        submittal, unless the party submitting the Service Change Order
        withdraws the Service Change Order within fifty (50) days after its
        submission, either party shall have the right to terminate this
        Agreement provided the dispute resolution process set out in Section
        15.12.1 only shall have first been completed and have failed to resolve
        this issue. If either HP or viaLink terminates per this Section 7.3.2,
        HP's sole obligation to viaLink shall be limited to providing Operations
        Services to viaLink pursuant to Section 13.5.1.2 (ii) for up to one
        hundred and eighty (180) days and to provide Transition Services
        pursuant to Section 13.5.1.2 (iii) as amended by this Section 7.3.2; and
        viaLink's sole obligation to HP will be to pay for said Transition
        Services and to continue to pay for any Operations Services while



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        rendered by HP. Pursuant to Section 13.5.1.2 (iii), HP will perform
        Transitions Services on a Time and Material basis at HP's standard
        service rates. When HP commences Transition Services, HP and viaLink
        will agree, on a weekly basis, what activities will be performed in the
        upcoming week. HP will then provide viaLink with an estimate of the
        number of hours and the materials that will be required to meet the
        agreed upon tasks for the upcoming week. This estimate will be within
        plus or minus ten percent of the actual number. At the end of each week
        after Transition Services have been performed, HP will provide viaLink,
        in writing, details of the activities performed including the actual
        number of hours utilized and any materials consumed. The right of the
        parties to terminate pursuant to this Section is in lieu of and not in
        addition to the rights of termination granted elsewhere in this
        Agreement.

        7.3.3 Once a Service Change Order is implemented, HP will adjust
        viaLink's invoice as agreed by the parties.

    7.4 The Change Management Process does not apply to HP substitution, of
    alternative products for HP Hardware or HP Software which meets or exceeds
    the original performance levels of the Computing Environment Resources or
    which is based on a different specification of products so long as such
    substitution does not in any way adversely impact the viaLink Hardware
    and/or viaLink Software or reduce the Service Level Objectives or make any
    change to the Operations Services.

8. WARRANTIES

    8.1 HP warrants and represents that, subject to the terms of Exhibit B to
    this Agreement, it will meet the Service Level Objectives for both the
    Functional Environment and for Non-redundant Servers as set forth in this
    Agreement as calculated pursuant to Exhibit B hereto. HP shall not be held
    liable for its failure to meet the Service Level Objectives if such failure
    is the direct result of viaLink's material failure to meet its obligations
    related hereto under the terms of this Agreement.

    8.2 HP warrants and represents that Operations Services provided by HP will
    be performed in a professional, competent and timely manner and in full
    compliance with this Agreement. HP shall not be held liable for its failure
    to provide Operations Services if such failure is the direct result of
    viaLink's material failure to meet its obligations related thereto under the
    terms of this Agreement.

    8.3 Except as expressly provided elsewhere in this Agreement (and except for
    any implied warranties relating to title), all conditions and warranties
    (express or implied, statutory or otherwise) are hereby excluded and HP
    SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
    FOR A PARTICULAR PURPOSE.




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9. INTELLECTUAL PROPERTY RIGHTS/CONFIDENTIAL INFORMATION

    9.1 All Intellectual Property Rights and Confidential Information existing
    prior to the Effective Date shall belong to the party that owned such rights
    immediately prior to the Effective Date.

    9.2 Neither party shall gain by virtue of this Agreement any rights of
    ownership of copyrights, patents, Trade Secrets, trademarks or Intellectual
    Property Rights or Confidential Information owned by the other.

    9.3 Except as hereinafter stated, HP shall own all its Intellectual Property
    Rights, title and interest pertaining to the Materials developed by HP for
    the purposes of this Agreement; provided however and notwithstanding the
    foregoing, to the extent that such Materials contain any viaLink
    Confidential Information, (i) viaLink shall own all Intellectual Property
    Rights, title and interest pertaining to any such viaLink Confidential
    Information; (ii) HP shall not use any such viaLink Confidential Information
    except to perform the Operations Services for viaLink pursuant to this
    Agreement; and (iii) upon termination or expiration of this Agreement, HP
    shall remove any such viaLink Confidential Information from the Materials
    and destroy such viaLink Confidential Information.

    9.4 viaLink acknowledges that information, software, and documentation
    created by HP in the course of delivering Operations Services which relate
    to HP's internal processes and procedures for delivery of Operations
    Services in general may be used by HP and its affiliated companies to
    facilitate delivery of similar services to other customers, provided such
    use does not contain or relate to viaLink Confidential Information or
    infringe on any of viaLink's Intellectual Property Rights or otherwise use
    or disclose any of viaLink's Confidential Information.

    9.5 Nothing herein shall be construed so as to prevent either party or its
    affiliated companies from using data processing techniques, ideas, and other
    know-how gained during the performance of this Agreement in the furtherance
    of its business, to the extent that this does not result in disclosure or
    use of the other party's Confidential Information or constitute infringement
    or violation of any Intellectual Property Right of the other party.

    9.6 All of HP's Confidential Information shall be kept confidential and not
    used by viaLink except as expressly authorized by this Agreement and shall
    not be disclosed to anyone except employees, agents, and contractors of
    viaLink who have a "need to know" the same in order to further or facilitate
    the performance of viaLink under this Agreement and who are legally bound to
    respect the confidentiality thereof as required by this Agreement. All such
    HP Confidential Information shall be and remain the exclusive property of
    HP. Promptly after the termination or expiration of this Agreement, viaLink
    will, at its expense, at HP's option either destroy or return to HP, except
    as viaLink may be otherwise authorized to use said HP Confidential
    Information or any portion thereof after the expiration or termination of
    this Agreement. During the Term of this Agreement, viaLink will take the
    necessary steps to protect HP's Confidential Information with the same
    degree of care (but not less than a reasonable






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    degree of care) to prevent the unauthorized use, dissemination or
    publication of such Confidential Information, as viaLink uses to protect its
    own Confidential Information.

    9.7 All of viaLink's Confidential Information shall be kept confidential and
    not used by HP except as expressly authorized by this Agreement and shall
    not be disclosed to anyone except employees, agents, and contractors of HP
    who have a "need to know" the same in order to further or facilitate the
    performance of the Operations Services and who are legally bound to respect
    the confidentiality thereof as required by this Agreement. All such viaLink
    Confidential Information shall be and remain the exclusive property of
    viaLink and/or viaLink's Customers, as the case may be. Promptly after the
    termination or expiration of this Agreement, HP will, at its expense, at
    viaLink's option either destroy or return to viaLink, all of viaLink's
    Confidential Information in the format and media as the same was maintained
    during the Term of this Agreement. During the Term of this Agreement, HP
    will take necessary steps to secure such viaLink Confidential Information
    and shall maintain such physical data integrity safeguards against the
    deletion, wrongful removal, theft or alteration of such viaLink Confidential
    Information and to protect the same with the same degree of care (but not
    less than a reasonable degree of care) which HP uses to prevent the
    unauthorized use, dissemination or publication of HP's Confidential
    Information.

    9.8 Notwithstanding anything to the contrary herein, upon termination or
    expiration of this Agreement, viaLink and its contractors may continue to
    use any Materials developed specifically for viaLink and paid for
    specifically by viaLink during this Agreement so long as viaLink continues
    to use all or any portion of the viaLink Hardware or Software or any
    replacement thereto to carry on the same or similar business as that carried
    on by viaLink during the Term of this Agreement.

    9.9 Subject to the limitations set forth in Section 12.2.4, if, as a result
    of any act or omission by HP and/or its employees, agents or subcontractors
    that constitutes a breach of HP's obligations under this Section 9, and/or
    under Sections 4.12, 5.8 or 9.1.1 of Exhibit A to this Agreement, any of
    viaLink's Confidential Information that is resident on viaLink systems as
    defined in Exhibit A, Section 10.2 and which is located behind the PIX
    firewall, and managed and hosted by HP within HP's Operations Services
    Center (OSC), is lost, stolen or destroyed, HP hereby agrees to indemnify,
    defend and hold viaLink harmless for all damages, costs, demands,
    liabilities, expenses and losses incurred by viaLink in connection with such
    claim, including, without limitation, reasonable attorney's fees and court
    costs. Additionally, HP will reapply such physical data, as soon as
    feasible, pursuant to Exhibit A, Section 4.10.

    9.10 Subject to the limitations set forth in Section 12.6.1, in the event
    viaLink violates any of HP's Intellectual Property Rights or breaches any of
    the terms, conditions or restrictions of this Section 9, viaLink hereby
    agrees to indemnify, defend and hold HP harmless for all damages, costs,
    demands, liabilities, expenses and losses incurred by HP in connection with
    such claim, including, without limitation, reasonable attorneys' fees and
    court costs.






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10. LBI


11. LBI


12. REMEDIES AND LIABILITIES

    12.1 The remedies in this Agreement are viaLink's and HP's sole and
    exclusive remedies; provided, however, and notwithstanding anything to the
    contrary in this Agreement, nothing in this Agreement shall prevent either
    party from seeking in a court of law, at any time and without the need to
    pursue any of the Dispute Resolution Process set forth in this Agreement,
    injunctive relief for any violation or breach of Sections 5 or 9 of this
    Agreement or from seeking injunctive relief to enjoin violation or
    infringement of any Intellectual Property Rights of the party seeking such
    injunctive relief.

    12.2 HP's liability with respect to its obligations as stated in this
    Agreement shall be limited as follows:


        12.2.1 Damages for bodily injury;

        12.2.2 Direct damages to tangible property up to a limit of U.S.
               $1,000,000 or the then current replacement or repair cost
               thereof, whichever is less, in the aggregate;

        12.2.3 Damages arising from a breach of any other of its obligations
               under Section 5 of this Agreement up to a limit of U.S.
               $1,000,000 in the aggregate.

        12.2.4 HP's monetary liability for any and all claims arising out
               Section 9.9 of this Agreement shall be limited to $25,000,000 in
               the aggregate. Any restrictions or limitations on the nature or
               type of damages set forth in Section 12.4 or in Section 12.5.2
               below do not apply to this Section 12.2.4.

    12.3 In addition to its other rights under this Agreement, viaLink may take
    credits against the fees set forth in Exhibit C based upon the availability
    achieved by HP in comparison with the Service Level Objectives for the
    Functional Environment and/or for the Non-Redundant Servers as determined
    pursuant to Exhibit B. To the extent not taken on a monthly basis, these
    credits will be settled on an annual basis on the contract anniversary. The
    schedule is as follows:




                                       14
<PAGE>   15

<TABLE>
<S>                                   <C>                                <C>
------------------------------------- ---------------------------------- ----------------------------------
Availability Percentage as            Availability Percentage as         Amount of credits which viaLink
determined by Exhibit B to the        determined by Exhibit B to the     may take against future amounts
Agreement during a given Reporting    Agreement during a given           due pursuant to Exhibit C
Period of the Agreement for a         Reporting Period of the
Non-Redundant Server                  Agreement for the Functional
                                      Environment
------------------------------------- ---------------------------------- ----------------------------------
98% or greater                        99.5% or greater                   None
------------------------------------- ---------------------------------- ----------------------------------
Greater than or equal to 97%  but     Greater than or equal to 98.5%     Ten percent (10%) of amount
less than 98%                         but less than 99.5%                payable by viaLink to HP for
                                                                         each month in which the
                                                                         availability achieved was in
                                                                         this range.
------------------------------------- ---------------------------------- ----------------------------------
Greater than or equal to 96%  but     Greater than or equal to 97.5%     Fifteen percent (15%) of amount
less than 97%                         but less than 98.5%                payable by viaLink to HP for
                                                                         each month in which the
                                                                         availability achieved was in
                                                                         this range.
------------------------------------- ---------------------------------- ----------------------------------
Greater than or equal to 95%  but     Greater than or equal to 96.5%     Twenty  percent (20%) of amount
less than 96%                         but less than 97.5%                payable by viaLink to HP for
                                                                         each month in which the
                                                                         availability achieved was in
                                                                         this range.
------------------------------------- ---------------------------------- ----------------------------------
Greater than or equal to 94%  but     Greater than or equal to 95.5%     Twenty-five percent (25%) of
less than 95%                         but less than 96.5%                amount payable by viaLink to HP
                                                                         for each month in which the
                                                                         availability achieved was in
                                                                         this range.
------------------------------------- ---------------------------------- ----------------------------------
Less than 94%                         Less than 95.5%                    Thirty percent (30%) of amount
                                                                         payable by viaLink to HP for
                                                                         each month in which the
                                                                         availability achieved was in
                                                                         this range.
------------------------------------- ---------------------------------- ----------------------------------
</TABLE>





    12.4 Except as set forth in Section 12.2.4 above and in Section 12.6.1
    below, neither party shall be liable for any incidental, special, punitive,
    exemplary or consequential damages (including down time cost or loss
    profits).

    12.5 Except as provided in Section 12.2 above, in no event will HP or its
    affiliates, subcontractors or suppliers be liable for any of the following:

        12.5.1 Damages relating to viaLink's procurement of substitute products
        or services (i.e., "cost of cover").

        12.5.2 Damages for loss of data or software restoration except to the
        extent covered under Section 12.2.4 above.

    12.6 Except as provided in Section 12.6.1, viaLink's liability to HP for any
    claim whether arising in tort, contract or otherwise shall be limited to the
    amounts payable by viaLink to HP pursuant to Exhibit C, as determined by and
    subject to the terms and conditions of this Agreement, for Operations
    Services performed by HP.

        12.6.1 viaLink's obligation to HP arising out of any breach by viaLink
        of its obligations under Section 9.10 shall be limited to $25,000,000 in
        the aggregate.



13.  TERM AND TERMINATION

    13.1 Term This Agreement shall commence on the Effective Date and continue
    for three (3) years ("Term"). At the end of the initial term, this Agreement
    shall automatically





                                       15
<PAGE>   16

    renew for additional one (1) year terms unless and until otherwise
    terminated by the parties on at least 180 days written notice prior to the
    end of the initial term or on at least 180 days written notice prior to the
    end of the then-current renewal term.. Except to the extent covered by
    Transition Services as set forth in this Agreement, any continued
    performance of Operations Services during a holdover period after expiration
    or termination of this Agreement will be undertaken in accordance with a
    Service Change Order.

    13.2 Termination for Cause by viaLink

        13.2.1 viaLink may terminate this Agreement "for cause" if HP (i) fails
               to achieve any of the Service Level Objectives for either the
               Functional Environment and/or for any Non-Redundant Servers for
               any three (3) months (whether consecutive or not) of any
               consecutive six (6) month period during the Term of this
               Agreement, including any renewal term or (ii) fails in any month
               during the Term of this Agreement to maintain SLO availability of
               either the Functional Environment and/or for any Non-Redundant
               Servers as calculated pursuant to Exhibit B of this Agreement, of
               at least seventy-five percent (75%). viaLink must notify HP, in
               writing, of its intent to terminate the Agreement within 30 days
               of HP's failure to meet any such requirement. If viaLink desires
               to terminate this Agreement, then viaLink is not required to
               resort to the Dispute Resolution Process set forth in Section
               15.12 of this Agreement.

        13.2.2 viaLink may terminate this Agreement for cause if HP fails to
               perform any of its obligations under this Agreement relating to
               preventing security breaches and/or fails to timely notify
               viaLink, in accordance with Exhibit A, Section 11.4, about any
               security breaches or failures affecting the Computer Environment
               Resources and/or if HP fails to correct any security breach
               within the timeframe stated in Exhibit A, Section 11.4, viaLink
               is required to resort to the Dispute Resolution Process set forth
               in Section 15.12.1 of this Agreement before it exercises its
               rights under this Subsection.


        13.2.3 viaLink may terminate this Agreement for cause, if HP fails to
               perform any of its other obligations excluding Exhibit B under
               this Agreement and fails to cure the same within 15 days after
               receipt of written notice from viaLink setting forth the nature
               of the alleged failure of HP to meet any such other obligations
               under this Agreement, viaLink may in its sole discretion elect to
               extend the cure period for an additional 15 days. If viaLink
               desires to terminate this Agreement as a result of HP's failure
               to perform any of its obligations as stated in this subsection,
               viaLink is required to resort to the Dispute Resolution Process
               set forth in Section 15.12 of this Agreement and each of its
               Subsections before it can exercise its right to terminate
               pursuant to this subsection. Until the Dispute




                                       16
<PAGE>   17
               Resolution Process is completed, viaLink shall continue to pay
               any sums due to HP pursuant to the terms and conditions of the
               Agreement and HP will continue to perform its obligations under
               this Agreement.

        13.2.4 If viaLink terminates pursuant to Section 13.2.1, 13.2 or 13.3,
        HP will:

            13.2.4.1 pay viaLink the early termination fees as set out in
                     Exhibit E ("Early Termination Fees");

            13.2.4.2 perform the Transition Services, as defined in Section 14
                     hereunder for 90 days at no charge to viaLink;

            13.2.4.3 notwithstanding anything to the contrary in this Agreement,
                     reimburse viaLink in full for any costs, losses, expenses
                     or damages viaLink incurs as a result of the termination.

    13.3 Termination for Cause by HP

        13.3.1 If viaLink fails to pay any sums due by the date set forth in
        Section 6.3 and fails to cure any such failure to pay within thirty (30)
        days after receipt of written notice from HP detailing the nature and
        amount of fees which HP alleges viaLink has not paid, HP may terminate
        this Agreement for cause. HP is not required to resort to the Dispute
        Resolution Process set forth in Section 15.12 of this Agreement.


        13.3.2 HP may terminate this Agreement for cause, if viaLink fails to
        meet any of its other obligations under this Agreement and fails to cure
        the same within 15 days after receipt of written notice from HP setting
        forth the nature of the alleged failure of viaLink to meet its
        obligations under this Agreement; provided however, HP is required to
        resort to the Dispute Resolution Process set forth in Section 15.12 of
        this Agreement and each of its Subsections before it can exercise its
        right to terminate pursuant to this Section 13.3.2. Until the Dispute
        Resolution Process is completed, HP shall continue to perform the
        Operations Services.

        13.3.3 If HP terminates pursuant to Section 13.3.1 or 13.3.2, viaLink
        will:

            13.3.3.1 pay HP the early termination fees set out in Exhibit E
                     ("Early Termination Fees");

            13.3.3.2 pay HP in full for all Operations Services performed by HP
                     up to the date of termination;

            13.3.3.3 except to the extent covered by Transition Services as set
                     forth in this Agreement, reimburse HP in full for any
                     costs, losses, expenses or damages HP incurs as a result
                     of the termination.

        13.3.4 If HP terminates due to viaLink's breach, HP will, upon viaLink's
        request, perform Transition Services on a time and materials basis at
        HP's service rates for the same.



                                       17
<PAGE>   18

        13.4 If either party becomes insolvent, is unable to pay its debts when
        due, ceases to operate in the normal course of business, or has a
        receiver appointed, or becomes subject to a petition in bankruptcy
        (whether voluntary or involuntary), and such event is not cured or
        remedied, or such petition is not dismissed, within sixty days
        thereafter, the other party may terminate upon written notice.

        13.5 Termination without Cause

            13.5.1 Subject to the following, either party may terminate this
            Agreement without cause upon 180 days written notice to the other
            party.

                13.5.1.1 If viaLink terminates without cause, viaLink will (i)
                continue to pay HP for all Operations Services performed by HP
                up to and including the date of termination, and (ii) pay HP the
                Early Termination Fees set out in Exhibit E of this Agreement at
                the time it notifies HP that it is terminating the Agreement
                hereto.

                13.5.1.2 If HP terminates without cause, HP will (i) pay viaLink
                the Early Termination Fee set out in Exhibit E of this Agreement
                at the time it notifies viaLink that it is terminating the
                Agreement pursuant hereto; (ii) continue to provide Operation
                Services through the effective termination date and viaLink will
                pay HP the Service Fees as set out in Exhibit C for such
                Services; and (iii) as requested by viaLink and at no cost to
                viaLink, perform the Transition Services for not more than 120
                days following the receipt of the Notice of Termination.


14.  TRANSITION SERVICES

    14.1 "Transition Services" shall mean services provided by HP upon and/or in
    anticipation of the termination or expiration of this Agreement to work with
    viaLink to ensure an orderly transfer of Operations Services, viaLink
    Hardware, viaLink Software and viaLink Confidential Information to viaLink
    or to an alternative third party service provider nominated by viaLink.
    Transition Services shall consist of, but not be limited to:

        14.1.1 Facilitating relocation of viaLink Hardware and viaLink Software
        to a new viaLink or vendor location and the return of viaLink's data and
        Confidential Information.

        14.1.2 Providing viaLink with backup media pertinent to viaLink's
        computing environments.

        14.1.3 Providing full system backups of all viaLink's computing
        environments managed by HP.

        14.1.4 Listing of all events being monitored and the monitoring
        frequency.

        14.1.5 Listing and copies of all third party contracts.



                                       18
<PAGE>   19

        14.1.6 Providing viaLink access to the Operations Service Center to
        remove viaLink Hardware and viaLink Software.

        14.1.7 HP and viaLink shall jointly prepare in collaboration with each
        other a transition plan setting forth the respective tasks to be
        accomplished by each party in connection with the orderly transition and
        a schedule pursuant to which the tasks are to be completed.

        14.1.8 Upon the reasonable request of viaLink during the Transition
        period, HP shall provide viaLink with reasonably detailed specifications
        for the HP Hardware and the Computing Environment Resources which
        viaLink will need to perform the services and procedures previously
        performed by HP hereunder.

        14.1.9 HP shall provide viaLink with such other information which
        viaLink reasonably requires to ensure an orderly transfer of Operations
        Services, viaLink Hardware and viaLink Software to viaLink or to an
        alternative third party service provider nominated by viaLink, except
        that such other information shall not include HP Confidential
        Information except as previously agreed to elsewhere in this Agreement.

    14.2 If viaLink terminates for cause or if HP terminates without cause, HP
    shall, at no cost to viaLink, provide Transition Services to viaLink for a
    period of one hundred and twenty days after the effective date of such
    termination. During the time that Transition Services are being provided, HP
    shall continue to also provide the Operations Services.

    14.3 If HP terminates with cause or if viaLink terminates without cause, HP
    will provide viaLink with Transition Services for a period of one hundred
    and twenty days after the effective date of such termination; provided
    however, HP's performance of Transition Services is subject to (i) viaLink's
    payment of all amounts then due and owing to HP as of the date of
    termination or expiration of this Agreement, and (ii) viaLink's return to
    HP, at viaLink's expense, of any HP Hardware or HP Software then in
    viaLink's possession except to the extent which viaLink is authorized to
    continue to use the same as allowed by this Agreement. During the time that
    Transition Services are being provided, HP shall continue to also provide
    the Operations Services.


15. GENERAL

    15.1 Standard Products and System Support Service. Purchase of standard HP
    hardware and software products sold or licensed to viaLink prior to the
    effective date of this Agreement shall be governed by the terms of viaLink's
    HP purchase agreement, or, in the absence of a signed purchase agreement, HP
    Terms and Conditions of Sale and Service; provided however, in the event
    that any of the terms or conditions of any such agreements conflict with the
    terms and conditions of this Agreement, the terms and conditions of this
    Agreement shall prevail.

    15.2 Time is of the essence to this Agreement.




                                       19
<PAGE>   20

    15.3 L.B.I.

    15.4 Non-Restrictive Relationship. Subject to the terms and conditions of
    this Agreement, this Agreement does not prevent either party from entering
    into similar agreements with others, whether or not in the same industry.

    15.5 Publicity. The execution of this Agreement by the parties is deemed to
    constitute their permission for the parties to use the other party's name as
    a reference provided that such use is otherwise in accordance with this
    Agreement. In no event will either party publicize or disclose to any third
    party, without the consent of the other party, which consent shall not be
    unreasonably withheld, or except as may be required by law, rule, or
    regulation, either the price or other terms of this Agreement.

    15.6 No Joint Venture. Nothing contained in this Agreement shall be
    construed as creating a joint venture, partnership or employment
    relationship between the parties, nor shall either party have the right,
    power or authority to create any obligation or duty, express or implied, on
    behalf of the other.

    15.7 No Assignment. Neither party may assign any rights or obligations under
    this Agreement without the prior written consent of the other party, which
    consent shall not be unreasonably withheld or delayed, except that viaLink
    shall have the right, upon written notice to HP, to transfer or assign this
    Agreement at no charge or penalty; provided, however, that such assignee
    assumes viaLink's obligations and viaLink remains liable hereunder.

    15.8 Force Majeure. HP will not be liable for delays or errors in its
    performance or for non-performance due to acts of God, war or terrorism
    ("Force Majeure Event") except to the extent that HP has made contingency
    plans to be able to continue to provide Operations Services in the event of
    any such Force Majeure Event. To the extent that any such Force Majeure
    Event occurs and the Operations Services cannot be substantially restored
    within two weeks, then and in such event viaLink may immediately terminate
    this Contract without resorting to the Dispute Resolution Process and
    discontinue paying any further sums for Operations Services to HP under this
    Agreement. Furthermore, in such event, HP will provide Transition Services
    to viaLink under the terms and conditions of Section 14.2 on a Time and
    Materials basis at HP's standard rates. Notwithstanding the occurrence of
    any Force Majeure Event, viaLink shall remain liable to pay HP such portion
    of the Service Fees as is reasonably allocable to the portion of the
    Operations Services HP continues to perform for the duration of such Force
    Majeure Event.

    15.9 Intentionally Omitted

    15.10 Intentionally Omitted

    15.11 Notices

        15.11.1 All notices that are required to be given under this Agreement
        shall be in writing and shall be sent to the address of the HP and
        viaLink recipient set out in Section 15.11.2 below, or such other
        address as the representative of each party may designate by notice
        given in accordance with this Section 15.11. Any such notice may be
        delivered by hand, by overnight courier, by certified or




                                       20
<PAGE>   21

        restricted first class pre-paid letter, by email or by facsimile
        transmission, and shall be deemed to have been received:

            15.11.1.1 By hand delivery - at the time of delivery;

            15.11.1.2 By overnight courier - 24 hours after the date of delivery
            to courier;

            15.11.1.3 By first class mail - 48 hours after the date of mailing;

            15.11.1.4 By facsimile - immediately upon confirmation of
            transmission provided a confirmatory copy is sent by first class
            pre-paid, by overnight courier or by hand by the end of the next
            business day.

            15.11.1.5 By email - the earlier of the time of actual receipt as
            evidenced by a confirmation or reply or one hour after being sent,
            provided that the message is not returned by an automated mail
            server to the sender as undeliverable within twenty-four hours of
            being sent.

        15.11.2 For the purposes of this Section the address of each party shall
        be:


                           viaLink:
                           Attention: Gary Rowland
                           Address:   13800 Benson Road
                                      Edmond, Oklahoma 73013-6417
                           Telephone: 405-936-2300
                           Facsimile: 405-936-2599

                  In addition to the above, and for the purpose of notification
                  of breach of contract, notice will be given to:

                           Lewis B. Kilbourne
                           13800 Benson Road
                           Edmond, Oklahoma  73013-6417
                           Telephone: 405-936-2500
                           Facsimile: 405-936-2599

                           HP:
                           Attention: Allen McCoy
                           Address:   Hewlett-Packard Company
                                      3301 Royal Lane
                                      Irving, TX 75063
                           Telephone: 972/868-4077
                           Facsimile: 972/830-8728

    15.12 Dispute Resolution. Except as otherwise provided in this Agreement,
    prior to either party terminating this Agreement pursuant to Section 13, the
    party seeking to exercise such termination rights shall first complete the
    dispute resolution and management escalation process set forth in this
    Section 15.12 and its subsections.




                                       21
<PAGE>   22

    While the Dispute Resolution Process is proceeding, each party shall
    continue to perform its obligations under this Agreement subject to the
    terms and conditions thereof.

        15.12.1 The first step in the Dispute Resolution Process shall be for
        the party seeking to exercise such termination rights set forth in
        Section 15.12 to notify the other party of such intent in writing. Such
        written notice shall include an explanation of the basis upon which such
        party believes it has a right to terminate this Agreement and shall
        provide all such documents in its possession which support the claims
        made in such notice. HP and viaLink shall each then appoint an account
        manager of suitable experience to be its primary contact to be
        responsible for resolution of the dispute. The parties, including the
        account managers, will meet at mutually agreed times and locations to
        discuss issues arising in connection with the described dispute. In the
        event either party determines there is a dispute which cannot be
        resolved at these review meetings, either party may request in writing
        that their service account managers meet separately within ten (10) days
        of such notice to attempt to resolve the dispute. If the dispute has not
        been resolved to the mutual satisfaction of both parties within thirty
        (30) days of the meeting, then the dispute shall be referred to the HP
        country operations manager and the viaLink Manager who have authority to
        settle the dispute. If the dispute has not been resolved by the
        representatives within twenty (20) days of the referral or if the
        parties fail to meet within the ten (10) days provided above, HP and
        viaLink will each designate a corporate executive who will meet to
        resolve the dispute. If the parties fail to resolve the dispute, the
        final step in the dispute resolution process shall be as defined in
        15.12.2 below.

        15.12.2 If the parties are unsuccessful in their attempt to resolve the
        dispute, the dispute shall be submitted to non-binding arbitration. If
        the parties cannot agree on an arbitrator, they shall use the Judicial
        Arbitration and Mediation Services, Inc. (JAMS) to pick a single
        arbitrator, who shall be a person generally knowledgeable of information
        technology and computer industry matters. The matter shall be set down
        for hearing before the arbitrator within thirty (30) days after a party
        requests such non-binding arbitration. No discovery shall be allowed.
        Each party shall have not more than two hours to present its case to the
        arbitrator. The arbitrator shall render a non-binding decision within
        forty-eight hours of the hearing. All costs for the arbitrator will be
        split equally between the parties unless they agree otherwise. Each
        party shall bear its own costs incurred in the non-binding arbitration
        process. The parties recognize and agree that the non-binding
        arbitration process constitutes settlement negotiations and that
        settlement negotiations are inadmissible in any litigation of their
        dispute, to the extent allowed by law. If the party against whom the
        arbitrator renders the non-binding decision complies with such decision
        within thirty (30) days after the rendering of such decision, then the
        alleged default which brought about such Dispute Resolution policy shall
        be deemed cured. If the party against whom the arbitrator renders the
        non-binding decision does not comply with such decision within thirty
        (30) days after the rendering of such decision, then the party who
        alleged that a default had occurred may, subject to





                                       22
<PAGE>   23

        the terms and conditions of this Agreement; (I) exercise its right to
        terminate this Agreement, (ii) enter into binding arbitration subject to
        the process stated under Section 15.25 hereunder or (iii) if applicable,
        choose the judicial system to seek injunctive relief.

    15.13 Insurance. During the term of this Agreement, both HP and viaLink will
    maintain in full force and effect, at their own expense, insurance coverage,
    in an amount not less than one million dollars combined single limit, to
    include Workers' Compensation, Employer's Liability, Commercial General
    Liability (including contractual liability), Automobile Liability and
    Property insurance. Certificates of Insurance evidencing the required
    coverages shall be furnished to HP and viaLink respectively before any work
    is commenced hereunder and shall provide: (1) that there will be no
    cancellation without 30 days prior written notice and (2) each shall be
    named as an Additional Insured as their interests may appear.

    15.14 Waiver. A waiver by either of the parties of any of the covenants,
    conditions or agreements to be performed by the other or any breach thereof
    shall not be construed to be a waiver of any succeeding breach or of any
    other covenant, conditions, or agreement contained in this Agreement.

    15.15 Severability. If any term or provision of this Agreement is held to be
    illegal or unenforceable, the validity or enforceability of the remainder of
    this Agreement shall not be affected, and the remaining provisions shall be
    enforceable to the full extent permitted by law.

    15.16 Exhibits. The Exhibit(s) attached and listed below are part of this
    Agreement:


    Exhibit A Statement or Work

    Exhibit B Service Level Objectives

    Exhibit C Service Fee Schedule

    Exhibit D Left Blank Intentionally

    Exhibit E Early Termination Fees

    Exhibit F Change Management

    Exhibit G Job Descriptions


    15.17 Survival. The following provisions survive termination of this
    Agreement: Sections 5 Intellectual Property Indemnity, 6 (Payment), 8
    (Warranties), 9 (Intellectual




                                       23
<PAGE>   24

    Property Rights/Confidential Information), 12 (Remedies and Liabilities), 14
    (Transition Services), 15.11 (Notices), 15.17 (Survival) and 15.25
    (Arbitration).

    15.18 Headings. The headings in this Agreement are for the convenience of
    the parties only, and are in no way intended to define or limit the scope or
    interpretation of the Agreement or any provision hereof.

    15.19 Relationship. HP is an independent contractor and nothing in this
    Agreement shall render either party an employee, agent or partner of the
    other, except for any specific viaLink appointment(s) of HP as its agent
    under a viaLink maintenance or software license agreement with a third party
    as set forth in attachments to Exhibit A. Neither party shall be liable for
    the acts or omissions of the other.

    15.20 Entire Agreement. This Agreement and its exhibits constitute the
    entire agreement between HP and viaLink for the Operations Services as
    stated herein, and supersede any prior or contemporaneous communications,
    representations or agreements between the parties, whether oral or written,
    regarding the subject matter of this Agreement. The terms and conditions of
    this Agreement may not be changed except by an amendment signed by an
    authorized representative of each party.

    15.21 Order of Precedence. In the event of any conflict between the terms,
    covenants or condition of the Agreement Terms and Conditions of Sale and the
    terms, covenants or conditions of any Exhibits to the Agreement, the terms,
    covenants and conditions of the Exhibit shall prevail; provided however, to
    the extent that any sentence or clause of the Agreement Terms and Conditions
    are preceded with the words "Notwithstanding anything to the contrary in
    this Agreement", then the terms, covenants and conditions of such sentence
    or clause shall prevail.

    15.22 Non-Hiring of Employees. During the term of this Agreement and for a
    period of twelve (12) months thereafter, neither party will, without the
    prior written consent of the other and which consent shall not be
    unreasonably withheld, directly offer employment to any key person employed
    by the other party, if the person was directly involved in providing or
    receiving services under this Agreement.

    15.23 Applicable Law. This Agreement is made under and shall be construed in
    accordance with the law of Oklahoma without giving effect to that
    jurisdiction's choice of law rules.

    15.24 Audit Rights. For a period of three (3) years following the
    termination or expiration of this Agreement, HP will maintain complete and
    accurate records and accounts (i) as necessary to support invoices issued
    for payment of Operations Services performed or provided on a time and
    material basis pursuant to this Agreement and in accordance with generally
    accepted accounting principals and (ii) relating to the Operations Services
    performed pursuant to this Agreement and relating to the Service Level
    Objectives set forth in this Agreement. For a period of up to three (3)
    years following the calendar year in which any time and material services



                                       24
<PAGE>   25

    were provided by HP hereunder, viaLink's auditors, accounting staff, other
    viaLink employees or representatives designated by viaLink, and any
    independent accountants or auditors selected by viaLink shall be entitled,
    following 30 days prior written notice to HP to audit such records and
    accounts. Any such audit shall be conducted during regular business hours at
    HP's offices and at mutually agreeable times. Such audits shall be limited
    to no more often than one time per each calendar year of the Term of the
    Agreement; provided however, as part of any Assessment identified in Section
    5.8 of Exhibit A to this Agreement, an audit may also be conducted by
    viaLink. During any such audit and/or Assessment the HP Security Policies
    and Procedures may be reviewed by viaLink and/or its auditors. viaLink may
    submit a written request for an additional audit for other circumstances,
    subject to HP's written approval, which approval shall not be unreasonably
    withheld. Such audits shall be conducted at viaLink's expense; provided
    however, viaLink shall not be obligated to reimburse any costs incurred by
    HP in the course of such audit. HP will not be required to provide employees
    to assist viaLink during the audit process. ViaLink shall require its
    auditors and subcontractors to execute an agreement to be bound by viaLink's
    obligations under this Agreement pertaining to such audits and Assessments
    regarding viaLink Confidential Information and HP Confidential Information.

    15.25 Arbitration. Subject to the other Dispute Resolution provisions of
    this Agreement to the extent applicable, any claim or controversy arising
    out of or relating to this Agreement, its validity, interpretation or
    breach, except claims for injunctive relief or involving third parties who
    do not consent to arbitration, shall be settled by binding arbitration in
    accordance with the procedures hereinafter set forth in this Section 15.25
    and its subsections and the Judicial Arbitration and Mediation Services,
    Inc. (JAMS). Notwithstanding the foregoing, no such arbitration proceeding
    may be brought unless and until a party has complied with Sections 13 and
    15.12 of this Agreement to the extent applicable.

        15.25.1 Such arbitration shall be heard and determined by a panel of
        three (3) arbitrators, who shall have at least five (5) years experience
        in information technology and computer industry matters, to be selected
        by the Contract Arbitration Administrator of JAMS. All arbitrators shall
        be selected pursuant to the then current rules and regulations of JAMS.

        15.25.2 The arbitrators shall allow reasonable discovery in the forms
        permitted by the Federal Rules of Civil Procedure, to the extent
        consistent with the purpose of the binding arbitration. Upon completion
        of discovery, the arbitration hearing shall be commenced promptly and
        conducted expeditiously with each of HP and viaLink being allocated
        one-half of the time for the presentation of its case. The arbitration
        proceedings shall take place at a neutral location as determined by the
        arbitrators.

        15.25.3 The arbitrators shall render their decision within
        fifteen (15) days following the conclusion of the hearing.

        15.25.4 The arbitrators shall be instructed that time is of the essence
        in the binding arbitration proceeding.



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<PAGE>   26
        15.25.5 The hearing on the arbitration shall be heard not later than six
        (6) months after the demand for arbitration has been made by a party.

        15.25.6 They shall have no power to award (i) damages inconsistent with
        the Agreement or (ii) punitive damages or (iii) any other damages not
        measured by the prevailing party's actual damages except to the extent
        allowed by this Agreement. The parties expressly waive their right to
        obtain such damages in arbitration or in any other forum. In no event,
        even if any other portion of these provisions is held to be invalid or
        unenforceable, shall the arbitrators have the power to make an award or
        impose a remedy that could not be made or imposed by a court deciding
        the matter in the same jurisdiction.

        15.25.7 All aspects of the arbitration shall be treated as confidential.
        Neither party nor the arbitrators may disclose the existence, content or
        results of the arbitration, except as necessary to comply with legal or
        regulatory requirements. Before making any such disclosure, a party
        shall give written notice to all other parties and shall afford such
        parties a reasonable opportunity to protect their interests.

        15.25.8 The arbitration award shall be binding on the parties and
        judgment on the arbitrators' award may be entered in any court having
        jurisdiction.

        15.25.9 Each party shall bear its own costs incurred in the arbitration
        proceedings including its own attorney fees, provided, however, the
        parties will split the cost of the arbitrators' fees.

16. The undersigned parties agree that viaLink's Confidential Information as
defined herein is also covered by the Nondisclosure Agreement executed by and
between the parties hereto dated @________.

17. This Agreement may be signed in any number of counterparts with the same
effect as if the signature on each such counterpart were on the same instrument.
This Agreement and any counterpart(s) may be executed by facsimile with the same
effect as if the party's signature was on the original.



IN WITNESS WHEREOF, HP and viaLink, each acting with proper authority, have
caused this Agreement to be executed as of the date set forth below.


     Signed for and on Behalf of            Signed for and on behalf of
     The viaLink Company                    HEWLETT-PACKARD COMPANY


     By:                                    By:
         -----------------------------          -----------------------------

     Name:                                  Name:
           ---------------------------            ---------------------------

     Title:                                 Title:
            --------------------------             --------------------------

     Date:                                  Date:
           ---------------------------            ---------------------------



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