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                                                                   EXHIBIT 10.31


                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         This First Amendment to Employment Agreement ("Amendment") made as of
this 27th day of August, 1999 by and between The viaLink Company, an Oklahoma
corporation with its principal place of business at 13800 Benson Road, Edmond,
Oklahoma, 71034 ("viaLink"), and Lewis B. Kilbourne ("Kilbourne").

         WHEREAS, viaLink and Kilbourne entered into an Employment Agreement
with an Effective Date of October 1, 1998 wherein Kilbourne was employed as
viaLink's Chief Executive Officer, and

         WHEREAS, pursuant to Section 2.1.4 of said Employment Agreement
Kilbourne was permitted to continue to perform part-time work on behalf of
Kilbourne and Associates and/or part-time teaching ("Part-time Activities), and

         WHEREAS the Board's Compensation Committee has determined that it is in
the best interests of viaLink to have Kilbourne devote his full time, attention,
knowledge and skills to viaLink by having Kilbourne relinquish such Part-time
Activities, and

         WHEREAS, the Compensation Committee has determined that in exchange for
Kilbourne's relinquishment of such Part-time Activities, adjustments should be
made to Kilbourne's compensation under said Employment Agreement to compensate
him for income which he could have earned through such Part-time Activities; and

         WHEREAS, Kilbourne agrees to relinquish such Part-time Activities.

         NOW, THEREFORE, in consideration of the above premises and the mutual
covenants hereinafter set forth, the parties hereto do agree as follows:

         1.       Effective as of October 13, 1999, Section 2.1.4 of said
                  Employment Agreement shall be deleted and replaced with the
                  following: "2.1.4 Kilbourne shall devote his full time,
                  attention, knowledge and skills during normal business hours
                  in furtherance of the business of viaLink and the performance
                  of said duties and responsibilities as Chief Executive Officer
                  of viaLink."

         2.       Effective as of October 1, 1999. Kilbourne shall receive a
                  biweekly salary of seven thousand six hundred ninety-two
                  dollars and thirty-one cents ($7,692.31), which is an
                  annualized salary of two hundred thousand dollars
                  ($200,000.00) per year.


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         3.       Effective as of October 1, 1999, the word "one/eighth" in the
                  fourth line of Section 4.2 of said Employment Agreement shall
                  be deleted and replaced with the words "one/fourth (1/4)".
                  Kilbourne's Bonus calculations under said Employment Agreement
                  for the fourth quarter of 1999 and for each quarter subsequent
                  thereto shall be governed by this revised Section 4.2. Bonus
                  calculations for any prior quarters under said Employment
                  Agreement shall be governed by then applicable Employment
                  Contract terms and conditions.

         4.       Effective immediately, in Section 4.2.2 of said Employment
                  Agreement the word "first" shall be deleted and replaced with
                  the word "fourth".

         5.       Effective immediately, Section 4.2.2.1 of said Employment
                  Agreement shall be deleted and replaced with the following:
                  "4.2.2.1. At least fourteen (14) days, but not earlier than
                  twenty-one (21) days, prior to the beginning of each such
                  quarter, Kilbourne shall submit to viaLink's Board his
                  recommendations for the eligibility criteria for such Bonus
                  for the upcoming quarter; and". Kilbourne's Bonus calculations
                  under said Employment Agreement for the fourth quarter of 1999
                  and for each quarter subsequent thereto shall be governed by
                  this revised Section 4.2.2.1. Bonus calculations for any prior
                  quarters under said Employment Agreement shall be governed by
                  then applicable Employment Contract terms and conditions.

         6.       Effective immediately, in Section 4.2.2.2, the words "fifteen
                  (15) days" shall be deleted and replaced with the words "seven
                  (7) days". Kilbourne's Bonus calculations under said
                  Employment Agreement for the fourth quarter of 1999 and for
                  each quarter subsequent thereto shall be governed by this
                  revised Section 4.2.2.2. Bonus calculations for any prior
                  quarters under said Employment Agreement shall be governed by
                  then applicable Employment Contract terms and conditions.

         7.       As additional consideration for Kilbourne's relinquishment of
                  said Part-time Activities, viaLink grants to Kilbourne an
                  additional fifty thousand (50,000) nonqualified stock options.
                  Such options shall be granted pursuant to the terms and
                  conditions of the Stock Option Agreement attached hereto as
                  Exhibit 1. Notwithstanding the foregoing however, the grant
                  date for such additional options shall be either August 27th,
                  1999 or September 3, 1999, whichever of such dates has the
                  higher closing price for viaLink stock. Moreover, the exercise
                  price for such additional options shall be closing price of
                  the


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         viaLink stock as of such grant date.

    8.   Except to the extent specifically amended hereby, said Employment
         Agreement remains in full force and effect.

    IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.


The viaLink Company                                 Kilbourne



By: /s/ ROBERT L. BARCUM                            /s/ LEWIS B. KILBOURNE
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   Robert L. Barcum                                 Lewis B. Kilbourne

Its: Chairman of the Board


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