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                                                                   EXHIBIT 10.17

                             EMPLOYMENT AGREEMENT

     This Employment Agreement ("Agreement") made as of this 1st day of October,
1998 ("Effective Date") by and between The viaLink Company, an Oklahoma
corporation with its principal place of business at 13800 Benson Road, Edmond,
Oklahoma, 73013 ("viaLink"), and Lewis B. Kilbourne ("Kilbourne").

     WHEREAS, viaLink desires to hire Kilbourne as its chief executive officer,
and

     WHEREAS the Board of Directors of viaLink has determined that the
employment of Kilbourne is material to the success of viaLink, and

     WHEREAS, the parties hereto wish to set forth certain terms and conditions
of Kilbourne's employment with viaLink.

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

1.   Employment. viaLink hereby employs Kilbourne, and Kilbourne hereby accepts
     such employment, as the Chief Executive Officer of viaLink upon the terms
     and subject to the conditions contained herein.

2.   Duties. During the term ("Term") of this Agreement (as defined in Section
     6.1 of this Agreement), but subject to all terms, covenants and conditions
     of this Agreement:

   2.1.   As Chief Executive Officer, Kilbourne shall have the following duties
          and responsibilities:

       2.1.1.  Kilbourne shall be responsible for viaLink's meeting of the
               reasonable financial goals established by the Board for viaLink;

       2.1.2.  Kilbourne shall be responsible for and have the overall
               supervision of the business of viaLink, including without
               limitation both its management and financial operations, and
               shall direct the affairs and policies of viaLink, subject to any
               directions which may be given by viaLink's Board of Directors
               ("Board") relating thereto;

       2.1.3.  Kilbourne shall faithfully, diligently and to the best of his
               ability perform all of said duties;

       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; provided
               however and notwithstanding anything to the contrary in this
               Agreement, Kilbourne's part time work with or on behalf of
               Kilbourne and

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               Associates or part time teaching at Oklahoma City University or
               elsewhere shall not be deemed a violation of this Agreement or of
               any of the terms or conditions thereof; 

       2.1.5.  Kilbourne shall observe and carry out all state, federal and
               local laws, rules and regulations to the extent applicable to
               him;

       2.1.6.  Kilbourne shall at all times be subject to, observe and carry out
               such reasonable rules, regulations, policies, directions and
               restrictions promulgated by viaLink' Board, as viaLink's Board
               may from time to time establish, to the extent they are
               consistent with Kilbourne's duties and responsibilities under
               this Agreement;

    2.2.  In carrying out his duties as Chief Executive Officer:

       2.2.1.  Kilbourne shall have the authority to designate the duties and
               powers of the officers of viaLink and delegate special powers and
               duties to specified officers, so long as such delegation or
               designations are not inconsistent with any applicable laws, rules
               or regulations or with the Articles of Incorporation or Bylaws of
               viaLink or with any action(s) of the Board regarding the same;
               and

       2.2.2.  Kilbourne shall have such other powers and duties as may be
               prescribed by the Board from time to time regarding his duties
               and responsibilities; and 

       2.2.3.  Kilbourne shall have such other powers and duties as may be
               reasonably necessary to carry out his duties and responsibilities
               set forth in this Agreement.

3.   Covenants. In order to induce viaLink to enter into this Agreement,
     Kilbourne hereby agrees as follows:

    3.1.  Except when he is directed to do otherwise by viaLink's Board, and
          except as may be required by law, court order or subpoena, Kilbourne
          shall keep confidential and shall not divulge to any other person or
          entity, during the Term of Kilbourne's employment or thereafter, any
          of the business secrets or other confidential Information of or
          regarding viaLink and/or its subsidiaries (i) which have not otherwise
          become public knowledge, (ii) which were not already known to
          Kilbourne as of the Effective Date of this Agreement or (iii) which
          have not been disclosed by viaLink to others without substantial
          restriction on further disclosure. The obligations of this Subsection
          shall survive the termination or expiration of this Agreement.

    3.2.  All papers, books and records of every kind and description relating
          to the business and affairs of viaLink, whether or not prepared by
          Kilbourne, shall be the sole and exclusive property of viaLink, and
          Kilbourne shall surrender them to viaLink at any time upon request by
          viaLink's Board. 

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          The obligations of this Subsection shall survive the termination or
          expiration of this Agreement.

    3.3.  Kilbourne agrees that any and all inventions, developments,
          discoveries, copyrightable works, or contributions thereto, including,
          without limitation, any written works, software products or code,
          images, designs, and/or instructions created in whole or part by
          Kilbourne during his employment with viaLink hereunder or otherwise or
          relating in any way to the business of viaLink (hereinafter "Work
          Product") are and shall be the sole and exclusive property of vial
          ink. Kilbourne conveys, transfers and assigns all rights, title and
          interest in and to any Work Product to viaLink, and further agrees to
          execute any written assignment or other agreement viaLink deems
          necessary at any time to effect the foregoing and to obtain or uphold,
          for viaLink's benefit, all copyright, patent, and/or other rights of
          viaLink in such Work Product. The obligations of this Subsection shall
          survive the termination or expiration of this Agreement.

4.   Compensation. As full compensation for Kilbourne's services hereunder and
     in exchange for his promises contained herein, viaLink shall compensate
     Kilbourne in the manner set forth below. The amounts set forth below shall
     be subject to any withholding or other deductions required by law.

    4.1.  Beginning on October 1, 1998 Kilbourne shall receive a biweekly salary
          of $2884.62 ($75,000 per year), paid two weeks in arrears. Beginning
          on December 15, 1998 and continuing throughout the Term of this
          Agreement, such salary shall be increased to a biweekly salary of
          $5769.23 ($150,000 per year). viaLink may increase Kilbourne's salary
          during the Term of this Agreement in viaLink's sole discretion.
          Kilbourne's salary may not be decreased during the Term of this
          Agreement without the prior written consent of Kilbourne.

    4.2.  Beginning with first quarter of quarter of 1999 and for each quarter
          of the Term of this Agreement, but subject to the terms and conditions
          of this Section 4.2 and all of its Subsections, Kilbourne shall be
          eligible to receive a quarterly bonus equal to one/eighth of his then
          current annual salary ("Bonus"). Notwithstanding anything to the
          contrary in this Agreement, to be eligible to receive a Bonus for any
          given quarter, Kilbourne must fully meet the criteria for such Bonus
          as is established by viaLink's Board for that quarter. The Bonus
          criteria for the first quarter of 1999 is set forth in Subsection
          4.2.1 of this Agreement. The Bonus criteria for quarters subsequent
          thereto shall be established pursuant to the procedure as set forth in
          Subsection 4.2.2.

       4.2.1.  The Bonus criteria for the first quarter of 1999 is that
               viaLink's Board must approve and viaLink must execute the
               documents required by a transaction(s) which have will bring,
               investment(s) 

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               and/or financing into viaLink of at least five million dollars
               ($5,000,000).

       4.2.2.  The Bonus criteria for each quarter of the Term of this Agreement
               after the first quarter of 1999 shall be determined as follows:


         4.2.2.1.   At least forty-five (45) days, but not earlier than sixty
                    (60) 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

         4.2.2.2.   At least fifteen (15) days prior to the beginning of each
                    such quarter, after receipt of Kilbourne's recommendations
                    pursuant to Subsection 4.2.2.1, viaLink's Board shall
                    establish such criteria as it, in its sole discretion deems
                    appropriate for Kilbourne's eligibility for the Bonus for
                    that quarter and advise Kilbourne of the same.

         4.2.2.3.   If Kilbourne fails to meet his obligations under Subsection
                    4.2.2.1 of this Agreement, no Bonus shall be due to
                    Kilbourne for that quarter.

         4.2.2.4.   If Kilbourne has met his obligations under Subsection
                    4.2.2.1 of this Agreement, and if viaLink's Board fails to
                    meet its obligations under Subsection 4.2.2 of this
                    Agreement. Kilbourne shall be automatically eligible to
                    receive his Bonus for that quarter.

       4.2.3.  Notwithstanding anything to the contrary in this Agreement, to be
               eligible for a Bonus for a given quarter, Kilbourne, except as
               otherwise stated in Section 6 of this Agreement, must be an
               employee of viaLink as of the end of such quarter.

       4.2.4.  Each quarterly Bonus, if any, shall be calculated and paid
               quarterly; provided, however, the payment due hereunder for any
               quarter for which a Quarter has been earned shall be paid not
               later than the next regular payroll after the sixtieth (60th) day
               following the end of each quarter for which the Bonus is earned
               if Kilbourne fails to earn a Bonus for any given quarter, the
               Bonus which otherwise could have been earned for that quarter is
               not carried forward to the next or any subsequent quarter.

    4.3.  Kilbourne shall be entitled to four (4) weeks vacation during each
          calendar year of the Term of this Agreement.

    4.4.  Kilbourne shall be eligible for all viaLink group benefits programs
          provided to other viaLink employees.

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    4.5.  As additional consideration, viaLink has granted to Kilbourne options
          to purchase one hundred and fifty thousand (150,000) shares of viaLink
          common stock in accordance with the Stock Option Agreement(s) attached
          hereto as Exhibits 1 and 2.

    4.6.  In the event that Kilbourne becomes subject to any excise tax imposed
          pursuant to Section 280(G) of the Internal Revenue Code or any
          amendment thereto, as a result of the payments made to Kilbourne under
          this Agreement or as a result of the acceleration of any of the stock
          options granted under this Agreement, viaLink shall reimburse
          Kilbourne for such portion of any such tax which is attributable
          thereto. Upon request by viaLink, Kilbourne shall provide to viaLink
          such documentation as viaLink reasonably requests to support the
          demand of Kilbourne for such reimbursement.

5.   Non-competition.

    5.1.  If viaLink terminates this Agreement for cause (as defined in Section
          6 of this Agreement) or if Kilbourne terminates this Agreement for
          other than cause, for a period of one (1) year after the termination
          of this Agreement, Kilbourne shall not, directly or indirectly, alone,
          or as a partner, officer, director, employee, stockholder, consultant
          or agent of any other corporation, partnership or other business
          organization, knowingly solicit the employment of, or hire, any
          employee of viaLink, or any viaLink subsidiary, or cause any such
          employee to terminate such employee's relationship with viaLink or any
          viaLink subsidiary, without the prior written approval of viaLink.

    5.2.  If viaLink terminates Kilbourne's employment without Cause, the
          provisions of Section 5.1 of this Agreement shall be enforceable
          against Kilbourne only as long as Kilbourne is receiving the
          compensation set forth in Section 4.1 of this Agreement.

    5.3.  If viaLink terminates this Agreement for cause (as defined in Section
          6 of this Agreement) or it Kilbourne terminates this Agreement for the
          uncured breach of this Agreement by viaLink, for a period of one (1)
          year after the termination of this Agreement, Kilbourne shall not,
          directly or indirectly, alone, or as a partner, officer, director,
          employee, stockholder, consultant or agent of any other corporation,
          partnership or other business organization, knowingly solicit any of
          the accounts of viaLink which were customers of viaLink during, the
          Term of this Agreement unless such solicitation is undertaken on
          behalf of a business venture which does not compete directly with the
          products or services owned, sold, manufactured, marketed, provided or
          developed by viaLink. For the purposes of this Subsection, a business
          shall be deemed to be in competition with viaLink only if the products
          or services of such business are substantially similar in

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          purpose, function or capability to the products or services then being
          developed, manufactured, marketed, provided or sold by viaLink.

    5.4.  If viaLink terminates Kilbourne's employment without Cause, the
          provisions of Section 5.3 of this Agreement shall be enforeable
          against Kilbourne only as long as Kilbourne is receiving the
          compensation set forth in Section 4.1 of this Agreement.

    5.5.  The parties agree that Kilbourne's services are unique and that any
          breach or threatened breach of the provisions of this Agreement will
          cause irreparable injury to viaLink and that money damages will not
          provide an adequate remedy. Accordingly, viaLink shall, in addition to
          other remedies provided by law, but subject nonetheless to the terms
          and conditions of this Agreement, be entitled to such equitable and
          injunctive relief as may be necessary to enforce the provisions of
          this Agreement against Kilbourne or any person or entity participating
          in such breach or threatened breach. Nothing contained herein shall be
          construed as prohibiting viaLink from pursuing any additional remedies
          available to it, at law or in equity, for such breach or threatened
          breach including any recovery of damages from Kilbourne and the
          immediate termination of his employment.

    5.6.  During the term of this Agreement, Kilbourne shall not knowingly
          engage in, and shall not knowingly solicit any employees of viaLink or
          its subsidiaries or other affiliates to engage in any commercial,
          activities which are in any way in competition with the activities of
          viaLink, or which in any way materially interfere with the performance
          of his or any such other employee's duties or responsibilities to
          viaLink.

    5.7.  Sections 5.1 through 5.5 of this Agreement shall survive the
          expiration or termination of this Agreeemnt.

6.   Duration and Termination.

    6.1.  Unless earlier terminated pursuant to the provisions hereof, the
          Initial Term ("Initial Term") of this Agreement shall commence on
          October 1, 1998 and shall continue through September 30, 2001, and the
          same shall be automatically renewed on a year to year basis thereafter
          ("Extended Term") unless one party hereto notifies the other party
          hereto in writing at least six (6) months prior to the end of the then
          current Initial Term or Extended Term, as the case may be, that such
          party giving the notice will terminate this Agreement at the end
          thereof. For purposes of this Agreement, unless otherwise indicated by
          the context of the reference, the word "Term" shall refer collectively
          to both the Initial Term to any Extended Term.

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    6.2.  This Agreement shall immediately terminate, and all rights, benefits
          and obligations hereunder shall cease, in the event of Kilbourne's
          death, except such rights of Kilbourne which have accrued as of the
          date of death.

    6.3.  In the event that a physician, mutually acceptable to both viaLink and
          Kilbourne, determines that Kilbourne is unable to substantially
          perform his usual and customary duties under this Agreement for more
          than three (3) months in any calendar year, this Agreement shall
          immediately terminate and all rights, benefits and obligations
          hereunder shall cease, except such rights of Kilbourne which have
          accrued as of date of disability.

    6.4.  If, and only if, Kilbourne has fully met the Bonus criteria for the
          first quarter of 1999 established by viaLink's Board for him as set
          forth in Subsection 4.2.1 of this Agreement, and subject to all of the
          terms and conditions of this Agreement, upon the termination of this
          Agreement, unless such termination is (i) by viaLink for cause as
          defined in this Agreement, (ii) by Kilbourne other than for the
          uncured breach of this Agreement by viaLink or (iii) pursuant to
          either Section 6.2 or 6.3 of this Agreement or (iv) as a result of the
          rejection of this Agreement by a Bankruptcy Court, Kilbourne shall be
          entitled to the following payments:

       6.4.1.  The continuation of his then current salary as of the effective
               date of the termination (without duty to mitigate) for the
               remaining portion of the then current Term of this Agreement; and

       6.4.2.  The continuation of the group employee benefits Kilbourne
               available to Kilbourne immediately prior to his termination to
               the extent that the applicable plan(s) allow for the continuation
               of the same or, to the extent that such plan(s) do not allow for
               the continuation of the same, a payment equal to the cost of
               Cobra benefits for Kilbourne only, if Kilbourne elects such Cobra
               option. Such reimbursement, if any, shall be due within thirty
               (30) days after Kilbournc presents proof of payment for the same
               to viaLink; and

       6.4.3.  A one-time payment, which shall by made by viaLink not later than
               sixty (60) days following the quarter in which the termination
               occurs, and which payment shall be equal to the greater of (i)
               the Bonus due pursuant to the applicable Subsection of Section
               4.2 of this Agreement or (ii) fifteen percent (15%) of his the
               salary as of the effective date of the termination; and

       6.4.4.  A one-time lump sum payment of four hundred thousand dollars
               ($400,000) to be paid by viaLink not later than sixty (60) days
               following the date of Kilbourne's termination.

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    6.5.  viaLink shall have the right to terminate this Agreement in any of the
          following events, each of which shall constitute "Cause":

       6.5.1.  Kilbourne fails to earn the Bonus first quarter of 1999 as set
               forth in Section 4.2.1 of this Agreement.

       6.5.2.  Kilbourne's breach in respect of his duties under this Agreement
               if such breach constitutes unremedied for thirty (30) days after
               receipt of written notice thereof to Kilbourne specifying in
               detail the acts constituting the alleged breach and requesting
               that the same be remedied; or

       6.5.3.  a conviction, plea of nolo contendere, plea to a lesser charge in
               lieu of a felony, of a felony, a crime involving fraud or
               misrepresentation, or any other crime, the effect of which is
               likely to materially adversely affect viaLink; or

       6.5.4.  intentional violation of any Law which results in material
               liability to viaLink; or

       6.5.5.  abuse of alcohol or other drugs, or the illegal use of drugs,
               which materially interferes with the performance by Kilbourne of
               his duties hereunder.

       6.5.6.  Notwithstanding anything to the contrary herein, no notice or
               cure period is required to be given to Kilbourne if the
               termination is as a result of a violation of said Subsections
               6.6.3, 6.6.4, or 6.6.5 of this Agreement.

    6.6.  Kilbourne shall have the right to terminate this Agreement in the
          event of the following:

       6.6.1.  viaLink's breach in respect of its duties under this Agreement if
               such breach continues unremedied for thirty (30) days after
               receipt of written notice thereof directed to the Chairman of
               viaLink's Board specifying in detail the acts constituting the
               alleged breach and requesting that the same by remedied.

7.   Successors and Assigns. The rights and obligations of viaLink hereunder
     shall run in favor of and shall be binding upon viaLink, its successors,
     assigns, nominees or other legal representatives. Termination of
     Kilbourne's employment shall not operate to relieve him of any remaining
     obligations hereunder. Kilbourne may not assign his rights and obligations
     hereunder.

8.   Notices. All notices, requests, demands and other communications hereunder
     must be in writing and shall be given (i) by hand delivery, (ii) by
     telecopier, (iii) by overnight courier such as Federal Express, or (iv) by
     certified mail, return

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     receipt requested, postage prepaid, to the other party. The Notice in each
     case shall be addressed as follows:

    8.1.  if to viaLink: The viaLink Company, 13800 Benson Road, Edmond,
          Oklahoma 73013 Attention to viaLink's then current Chairman of the
          Board; and

    8.2.  if to Kilbourne: Lewis B. Kilbourne, 3408 Hickory Stick Road, Oklahoma
          City, Oklahoma 73120.

          The address at which a party wants Notice under this Agreement to be
          sent may be changed by that party by giving Notice thereof to the
          other party pursuant to this Section 8.

9.   Severability. If any provision of this Agreement shall be adjudged by any
     court of competent jurisdiction to be invalid or unenforceable for any
     reason, such judgment shall not affect, impair or invalidate the remainder
     of this Agreement.

10.  Entire Understanding. This Agreement embodies the entire understanding of
     the parties hereto, and supersedes all other oral or written agreements or
     understandings between them regarding the subject matter. No change
     alteration or modification hereof may be made except in a writing, signed
     by both parties hereto.

11.  Captions. The headings in this Agreement are for convenience and reference
     only and shall not be construed as part of this Agreement or to limit or
     otherwise affect the meaning hereof.

12.  Execution in Counterparts. This Agreement may be executed by the parties
     hereto in counterparts, each of which shall be deemed to be original, but
     all such counterparts shall constitute one and the same instrument, and all
     signatures need not appear on any one counterpart.

13.  Choice of Law. Jurisdiction over disputes with regard to this Agreement
     shall be exclusively in the courts of the State of Oklahoma, and this
     Agreement shall be construed in accordance with and governed by the laws of
     the State of Oklahoma without giving effect to principles of conflicts of
     law hereunder.

14.  Attorney Fees. In the event of any litigation between the parties hereto,
     the prevailing shall be entitled to all of its costs incurred in such
     litigation, including reasonable attorneys' fees.

15.  Nonwaiver. The waiver of any violation of breach of this Agreement by
     either party hereto shall not be deemed to be a waiver of any continuing
     violation or breach or a waiver of any other violation or breach of this
     Agreement.

16.  Arbitration. Notwithstanding anything to the contrary in this Agreement, 
     any controversy or claim arising out of or relating to this Agreement, or
     its breach, or

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     its validity or interpretation, except claims for injunctive relief and
     claims involving necessary third parties who refuse to participate shall be
     settled by binding arbitration in accordance the then current Commercial
     Arbitration Rules of the American Arbitration Association ("AAA") subject,
     however, to the following:

   16.1.  The location for the arbitration shall be at such location as by the
          parties in Oklahoma County, Oklahoma or if the parties cannot agree at
          such location in Oklahoma County, Oklahoma as designate by the AAA.

   16.2.  Such arbitration shall be heard and determined by a panel (3)
          arbitrators in accordance with the then current rules or regulations
          of the AAA relating to commercial disputes ("Rules"). All Arbitrators
          shall be selected pursuant to the then current Rules thereof within
          thirty (30) days after the filing of a demand for arbitration. Each
          arbitrator shall be a person with experience in handling disputes
          relating to employment disputes regarding management or executive
          personnel.

   16.3.  The hearing on the arbitration shall be heard not later than six (6)
          months after the demand for arbitration have been made by a party.

   16.4.  The arbitration award shall be binding on the parties and may be
          enforced in any court of competent jurisdiction.

   16.5.  The prevailing party in such arbitration shall be entitled to recover
          its reasonable attorney fees and costs incurred in such arbitration
          proceeding.

17.  Exclusivity. Unless specifically otherwise stated in this Agreement, the
     rights and remedies granted to the parties in this Agreement are exclusive.

18.  Limitation of Actions. No arbitration or action, regardless of form,
     relating to or arising out of this Agreement may be brought by either party
     more than three (3) years after such party knew or should have known of the
     occurrence of the event(s) which gave rise to any claim, demand or cause of
     action.

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:
   --------------------------       -----------------------------
                                    Lewis B. Kilbourne

Its:
    -------------------------

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

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