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                                                                   EXHIBIT 10.29

                                  CONFIDENTIAL
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This Employment Agreement (hereinafter the "Agreement") is made on effective as
of the 4th day of September, 2000 ("Effective Date")

between:          viaLink International, Inc. , a Delaware corporation with its
                  place of business at 13155 Noel Road, Suite 800, Dallas, Texas
                  75240 ("International")

and:              Christopher R. Riley of 22 Kheam Hock Road, Singapore, 298794
                  ("Riley")

Recitals

       WHEREAS, International desires to hire Riley in the Position (as
hereinafter defined), and

       WHEREAS, Riley desires to be an employee of International, and

       WHEREAS, The parties wish to set forth the terms and conditions of
Riley's employment with International.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants
set out in this Agreement, the parties agree as follows:

1.       Employment

         1.1.     International will employ Riley and Riley accepts such
                  employment, as President of International (hereinafter
                  referred to as the "Position") upon the terms and subject to
                  the conditions contained in this Agreement. Riley acknowledges
                  and agrees that as President of International, Riley may
                  further be required to perform the obligations set out in this
                  Agreement in favour of any Affiliate of International.
                  Wherever used in this Agreement, "Affiliate(s)" of
                  International" means a related body corporate or any company
                  in which International holds at least half of the issued
                  shares or equity interest.

2.       Duties

         2.1.     Riley shall perform all duties which are commensurate with the
                  Position and any other duties which may be reasonably assigned
                  to him by International's Chief Executive Officer ("CEO") from
                  time to time during the Term of this Agreement.

3.       Covenants

         3.1.     Riley shall devote his full time, attention, knowledge and
                  skills during normal business hours to the performance of his
                  duties and responsibilities in the Position and in furtherance
                  of the business and affairs of International.

         3.2.     During the Term of this Agreement, Riley shall not directly or
                  indirectly engage in, and shall not knowingly solicit any
                  employees of International or any Affiliate of International
                  to engage in any commercial activities which are in any way in
                  competition with the business or activities of International,
                  or which in any way


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                  interfere with the performance of Riley's duties or
                  responsibilities under this Agreement.

         3.3.     Riley shall at all times be subject to, observe and carry out
                  such rules, regulations, policies, directions and restrictions
                  as International may from time to time establish and those
                  imposed by any applicable law.

         3.4.     Confidential Information

                  3.4.1.   In this Agreement:

                           "Confidential Information" shall mean any Trade
                           Secrets (as hereinafter defined), know-how, data,
                           formulas, processes, business and/or technical
                           information, customer lists, software, financial
                           information, business methods, plans and operations,
                           customer data or information, and the ideas, methods
                           and techniques incorporated within, and any or all
                           expressions of all of the foregoing, of
                           International, of any Affiliate(s) of International
                           and/or of any of their respective customers
                           (regardless of the medium in which any such
                           Confidential Information is recorded or communicated
                           and regardless of whether or not it is marked or
                           identified as confidential).

                           "Trade Secrets" includes all proprietary information
                           not generally known in the industry in which
                           International or any Affiliate of International is
                           engaged or may become engaged, including, without
                           limitation, information relating to International's
                           or Affiliates of International's business affairs,
                           finances, properties, methods of operation, software
                           developed, owned or used by International, sources of
                           and arrangements for hardware supplied to clients,
                           submission and proposal procedures, International's
                           or Affiliates of International's client or contact
                           lists, commercial information supplied to
                           International or Affiliates of International by their
                           clients, and other confidential information
                           respecting or otherwise relating to the business or
                           affairs of International or Affiliates of
                           International. Confidential Information shall not
                           include, however, information which (i) is or becomes
                           generally available to the public other than as a
                           result of a disclosure by Riley in violation of this
                           Agreement; (ii) was available to Riley on a
                           nonconfidential basis prior to its disclosure to
                           Riley; (iii) becomes available to Riley on a
                           nonconfidential basis from a person other than
                           International, an Affiliate of International or one
                           of their respective customers who is not otherwise
                           bound by a confidentiality agreement regarding such
                           Confidential Information, or (iv) was independently
                           developed by Riley without reference to or by use of
                           the Confidential Information.

                  3.4.2.   Riley agrees and acknowledges that any such
                           Confidential Information or Trade Secrets of
                           International or any Affiliates of International,
                           whether or not directly disclosed to Riley at any
                           time before or during the Term of this Agreement
                           shall be subject to the terms and conditions of this
                           Agreement.

                  3.4.3.   Riley further acknowledges and agrees that the
                           business and goodwill of International and the
                           Affiliates of International depend upon the
                           protection of such Confidential Information. Except
                           when directed in writing to do otherwise by
                           International's CEO, or as required by law, court
                           order or


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                           subpoena, Riley shall keep confidential and shall not
                           use, disclose or divulge to any other person or
                           entity, during the term of this Agreement or at any
                           time thereafter, any Confidential Information. In any
                           case where Riley is compelled by law, court order or
                           subpoena to disclose any Confidential Information to
                           any third person, Riley shall advise International
                           promptly in writing in advance of any such disclosure
                           such that International, any applicable Affiliate of
                           International, or any other party having an interest
                           in the protection of such Confidential Information,
                           may seek protective orders, exceptions or similar
                           relief prohibiting or limiting disclosure or
                           constraining the recipient of any Confidential
                           Information required to be disclosed.

                  3.4.4.   Upon termination of this Agreement, Riley shall, at
                           International's option, turn over to International or
                           destroy, as International may in its sole discretion
                           direct, all copies (including electronic copies) of
                           Confidential Information (including any materials
                           which contain Confidential Information) and Work
                           Product (as defined in section 3.5) in the possession
                           of or under the control of Riley, and he shall not
                           retain any copies or portions thereof.

         3.5.     Work Product

                  3.5.1.   Any and all inventions, improvements, developments,
                           discoveries, copyrightable works, or contributions
                           thereto, including without limitation, any written
                           works, software products or code, images, designs,
                           and/or instructions, whether or not they are the
                           subject of patent or copyright or other proprietary
                           rights protection under any national, state, local or
                           foreign law(s), which are created in whole or part by
                           Riley during the Term of this Agreement relating to
                           the business of International or any Affiliate of
                           International ("Work Product") shall be the sole and
                           exclusive property of International and shall belong
                           to International free and clear from all right, title
                           and interest of any other person, including, without
                           limiting the generality of the foregoing, Riley.

                           3.5.1.1. Riley shall not retain any right, title,
                                    interest or any right to use any of the Work
                                    Product. Riley shall promptly and fully
                                    disclose to International all the Work
                                    Product. Riley acknowledges that all Work
                                    Product shall be a work for hire. Moreover,
                                    Riley conveys, transfers and assigns all
                                    rights, title and interest in and to any
                                    Work Product to International and further
                                    agrees:

                                    3.5.1.1.1. to execute any written assignment
                                             or other agreement International
                                             deems necessary at any time to
                                             effect the foregoing (and appoints
                                             International as Riley's attorney
                                             for the purpose of this clause);
                                             and

                                    3.5.1.1.2. to obtain or uphold, for
                                             International's benefit, all
                                             copyright, patent, and/or other
                                             rights of International in such
                                             Work Product. Notwithstanding
                                             anything to the contrary herein,
                                             inventions, works of authorship or
                                             other property that Riley made
                                             prior to the commencement of his
                                             employment with International are
                                             excluded from the scope of this
                                             Agreement.


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         3.6.     Good faith. Riley shall at all times act in good faith and in
                  the best interests of International and not for any improper
                  purpose. Riley shall at all times act in a professional manner
                  and shall not do, or permit to be done, anything which may
                  bring International, an Affiliate of International, or the
                  business or affairs of any of them into disrepute

         3.7.     Compliance. Riley is and shall at all times remain in
                  compliance with any and all applicable national and/or state
                  laws, rules or regulations regarding Riley's eligibility for
                  employment and/or continued employment with International.
                  Riley specifically warrants that he currently possesses a
                  "green card" that will allow him to obtain whatever permits
                  necessary to allow him to work in the United States as
                  required by International during the Term of this Agreement.

         3.8.     Riley warrants and represents that the execution of this
                  Agreement and the performance of his duties hereunder do not
                  and will not be in violation of or otherwise cause a violation
                  of any agreement, term or condition of any other agreement
                  that he has with any third party.

         3.9.     Injunction

                  3.9.1.   Riley acknowledges that disclosure, in breach of this
                           Agreement, of any Confidential Information or Work
                           Product by Riley will give rise to irreparable
                           injury, which is inadequately compensable in damages,
                           to International and/or the owner of such
                           Confidential Information. Accordingly, International
                           or such other party, in addition to any other
                           remedies that are elsewhere granted in this Agreement
                           or at law or in equity, may seek and obtain
                           injunctive relief against the breach or threatened
                           breach of:

                           3.9.1.1. this Section 3 of the Agreement;

                           3.9.1.2. any infringement upon any intellectual
                                    property rights of International or of any
                                    of its Affiliates; and/or

                           3.9.1.3. any other breach of any term, covenant,
                                    condition, warranty or representation of
                                    this Agreement relating thereto.

         3.10.    Riley shall not acquire, use, copy, or misappropriate any
                  trade secret or proprietary information belonging to any other
                  company or person and shall not cause, encourage or induce
                  International to acquire, use, copy, or misappropriate any
                  trade secret or proprietary information belonging to any other
                  company or person.

4.       Compensation

         4.1.     As full compensation for Riley's services under this
                  Agreement and in exchange for his promises contained in this
                  Agreement, during the Term of this Agreement, International
                  shall compensate Riley in the manner set out below. Each of
                  the amounts set out below shall be subject to any withholding
                  or other deductions authorized or required by law.


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                                  CONFIDENTIAL
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         4.1.1.   As of the Effective Date, Riley shall be entitled to receive
                  an annualised salary of two hundred and fifty thousand dollars
                  ($250,000) which shall be earned and payable bi-weekly. Such
                  salary shall be increased to an annualised salary of three
                  hundred thousand dollars ($300,000), to become effective only
                  upon his relocation to the United States as set forth in
                  Section 15.1 hereof ("Relocation").

         4.1.2.   Subject to the other terms of this Section 4.1.2, and
                  beginning with the first full quarter following the Effective
                  Date, if Riley satisfies the criteria established by, and at
                  the sole discretion of the CEO ("Criteria"), Riley shall also
                  be eligible to receive a bonus ("Bonus"). The Criteria for a
                  given quarter shall be established by the CEO in consultation
                  with Riley prior to the commencement of the relevant quarter.
                  After such consultation, Riley shall reduce the agreed
                  Criteria to writing ("Written Criteria") and shall deliver
                  such Written Criteria to International's CEO. Unless
                  International's CEO advises Riley in writing within ten days
                  of the receipt of such Written Criteria of any changes
                  thereto, such Written Criteria shall be deemed to be the
                  Criteria for such quarter. To the extent that the CEO of
                  International makes any changes to such Written Criteria, the
                  same shall be reduced to writing by the CEO ("Altered Written
                  Criteria") and delivered to Riley within said ten day period.
                  In the later event, the Altered Written Criteria shall be the
                  Criteria for that quarter. The Bonus, if earned according to
                  the foregoing, shall accrue and be calculated and paid
                  quarterly. Any payment due for a quarter under this Section
                  4.1.2 shall be paid not later than the next regular payroll
                  after the sixtieth (60th) day following the end of the quarter
                  for which any Bonus amount is earned. To the extent that any
                  Bonus is earned for any quarter commencing prior to Riley's
                  Relocation, such Bonus for any such quarter period shall be
                  one hundred percent (100%) of Riley's salary for such quarter.
                  To the extent that any Bonus is earned for any quarter
                  commencing on or after Riley's Relocation, the Bonus for any
                  such quarter shall be seventy five percent (75%) of Riley's
                  salary for such quarter. To the extent that Relocation occurs
                  during a quarter, any Bonus for such quarter shall be prorated
                  using the applicable percentages. The quarters will begin on
                  the first days of January, April, July and October each year.
                  Notwithstanding anything to the contrary in this Section
                  4.1.2, in order to be eligible to receive a Bonus, Riley must:

                  4.1.2.1. be an employee of International under this Agreement
                           at the end of the relevant quarter; and

                  4.1.2.2. not otherwise be in breach of Riley's obligations
                           under this Agreement so as to make this Agreement
                           terminable for Cause by International pursuant to
                           Section 6.3.

         4.1.3.   Riley shall be entitled to two (2) weeks paid vacation during
                  each calendar year of the Term of this Agreement. This leave
                  entitlement is not in addition to any entitlement at law.

         4.1.4.   International shall pay Riley a one-time signing bonus in the
                  amount of fifty thousand dollars ($50,000) which shall be
                  payable within thirty days after the Effective Date of this
                  Agreement. In the event that Riley terminates this


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                  Agreement without cause at any time during the first twelve
                  (12) months of this Agreement, or if International terminates
                  this Agreement with cause at any time during the first
                  twenty-four months of this Agreement, Riley shall repay such
                  signing bonus to International, which shall be due upon the
                  effective date of such termination.

                  4.1.5.   The viaLink Company ("viaLink") shall grant to Riley
                           a nonqualified option to purchase Three hundred
                           thousand (300,000) shares of viaLink common stock
                           ("Grant"); provided however, such Grant shall be
                           subject to Riley commencing employment with
                           International pursuant to this Agreement, and the
                           execution of Riley of the Notice of Grant in the form
                           attached hereto as Exhibit A. Such Grant shall be
                           subject to the terms, covenants and restrictions
                           contained in this Agreement, in The viaLink Company's
                           1999 Stock Option Plan ("Plan") and in such Notice of
                           Grant and Stock Option Agreement relating thereto.

5.       Non-competition

         5.1.     In consideration for the benefits accruing to Riley pursuant
                  to this Agreement (including the payment of salary and the
                  Grant) and for the purposes of protecting the Confidential
                  Information, both during the Term of this Agreement and until
                  one (1) year after the termination or expiration of this
                  Agreement, Riley shall not, directly or indirectly, alone, or
                  as a partner, officer, director, employee, stockholder,
                  consultant or agent of any other person solicit the employment
                  of, any employee of International, or any Affiliate of
                  International, or cause any such employee to terminate such
                  employee's relationship, without the prior written approval of
                  International.

6.       Duration and Termination

         6.1      Unless earlier terminated pursuant to the provisions of this
                  Agreement, the term ("Term") of this Agreement shall commence
                  on the Effective Date and shall continue until the 31st day of
                  August, 2002, inclusive, and, unless terminated pursuant to
                  the terms of this Section 6.1, shall then be automatically
                  renewed on a year to year basis unless one party notifies the
                  other party in writing at least thirty (30) days prior to the
                  end of the then current primary or renewal Term (as the case
                  may be) that it will not renew this Agreement at the end of
                  such then current Term. If either party gives notice pursuant
                  to this Section 6.1 to terminate at the end of a then current
                  Term, no additional salary or benefits shall be due to Riley
                  at the end of such Term. For purposes of this Agreement,
                  "Term" shall refer to both the primary term and any renewal
                  term(s), as the case may be.

                  6.1.1    It is further agreed and understood that this
                           Agreement may be terminated by either party without
                           cause at any time forty-five (45) days or more prior
                           to the end of the then current Term by giving written
                           notice to the other party ("Early Termination
                           Notice"). In the event such Early Termination Notice
                           is given, the effective date of such termination
                           shall be thirty (30) days from the date such Early
                           Termination Notice is given ("Early Termination
                           Effective Date").


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                  6.1.1.1  In the event that Riley exercises his rights under
                           Section 6.1.1., Riley shall not be entitled to any
                           salary or benefits of any kind or nature after the
                           Early Termination Effective Date.

                  6.1.1.2  In the event that International or any successor-in
                           interest to International exercises its right
                           pursuant to Section 6.1.1 to terminate this Agreement
                           without cause, whether or not as a result of or in
                           conjunction with a Corporate Transaction (as
                           hereinafter defined), International or its successor
                           in interest (as the case may be), within sixty (60)
                           days following the giving of such Early Termination
                           Notice, shall pay Riley an amount equal to twelve
                           months of his then current annual salary (not
                           including bonuses, stock options or benefits) plus an
                           amount equal to all accrued and/or vested benefits as
                           of the Early Termination Effective Date, if any,
                           including such benefits as vacation or pension
                           benefits (but not bonus or stock options) ("Lump
                           Sum") and Riley shall not be entitled to any other
                           salary or benefits. Moreover, to the extent
                           International or its successor-in-interest exercises
                           such right to terminate this Agreement without cause
                           within thirty (30) days after the consummation of a
                           Corporate Transaction (as hereinafter defined), in
                           addition to such Lump Sum, International or its
                           successor in interest, as the case may be, shall also
                           pay Riley, at the same time it pays the Lump Sum, an
                           additional payment equal to twelve times the medical
                           insurance premiums being paid by International for
                           Riley as of the Early Termination Effective Date plus
                           an amount equal to twelve months of Riley's then
                           current Car Allowance (as defined in Section 15.1),
                           plus twelve months of any pension benefits for which
                           Riley is eligible, being paid as of the date such
                           Early Termination Notice was given ("Benefits Lump
                           Sum"). Notwithstanding anything to the contrary
                           herein, International may elect to pay the Lump Sum
                           and/or the Benefits Lump Sum in twelve equal
                           instalments with the first such payment being made as
                           of the effective date of any such termination. As
                           used in this Section 6.1.1.2, the term "Corporate
                           Transaction" shall mean either of the following
                           shareholder-approved transactions by The viaLink
                           Company: (i) a merger or consolidation in which
                           securities possessing more than fifty percent (50%)
                           of the total combined voting power of The viaLink
                           Company's outstanding securities are transferred to a
                           person or persons (other than a holding company
                           established by The viaLink Company to own the stock)
                           different from the persons holding those securities
                           immediately prior to such transaction, or (ii) the
                           sale, transfer or other disposition of all or
                           substantially all of The viaLink Company's assets in
                           complete liquidation or dissolution of International.

                  6.1.1.3  Notwithstanding anything to the contrary in this
                           Agreement, the right of Riley to any stock options
                           upon termination or expiration of this Agreement
                           shall be governed by the terms, covenants and
                           conditions of the applicable Notice of Grant, Stock
                           Option Agreement and Stock Option Plan under which
                           the stock options were granted.

                  6.1.1.4  It is agreed and understood that nothing in this
                           Section 6.1 or its subsections shall prevent a party
                           from exercising its rights to terminate this
                           Agreement for "Cause" as allowed by this Agreement.


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         6.1.     Notwithstanding Section 6.1 or anything to the contrary in
                  this Agreement, this Agreement shall immediately terminate,
                  and all rights, benefits and obligations under it shall cease,
                  in the event of Riley's death, except such rights of Riley
                  which have accrued as of the date of death.

         6.2.     Notwithstanding anything to the contrary in this Agreement,
                  International may terminate this Agreement and all Riley's
                  rights, benefits and obligations hereunder shall cease, except
                  such rights of Riley which have accrued as of the date of
                  disability, if a mutually acceptable physician determines that
                  Riley is unable to substantially perform his usual and
                  customary duties under this Agreement for more than three (3)
                  consecutive months in any calendar year.

         6.3.     In addition to the other rights granted to International under
                  this Agreement, International shall have the right to
                  immediately terminate this Agreement in any of the following
                  events, each of which shall constitute "Cause". Cause
                  includes:

                  6.3.1.   breach by Riley of Sections 3.2, 3.4, 3.5, 3.7 or 3.8
                           of this Agreement; or

                  6.3.2.   a conviction, plea of guilty, plea to a lesser charge
                           in lieu of a felony, of a felony, a crime involving
                           fraud or misrepresentation, the effect of which is
                           likely to materially adversely affect International;
                           or

                  6.3.3.   violation of any law which affects or impinges on
                           Riley's performance or results in liability to
                           International; or

                  6.3.4.   abuse of alcohol or other pharmaceutical drugs, or
                           the illegal use of drugs or other prohibited
                           substances or

                  6.3.5.   Riley's material breach of any of his other duties
                           under this Agreement, where Riley has been notified
                           in writing of the breach and has failed or refused to
                           rectify the breach within thirty (30) days.

7.       Successors and Assigns

         7.1.     The rights and obligations of International under this
                  Agreement shall run in favor of and shall be binding upon
                  International, its successors, assigns, nominees or other
                  legal representatives. Riley may not assign his rights and
                  obligations under this Agreement, nor may he delegate the
                  same.

         7.2.     International may assign its rights and obligations under this
                  Agreement without the consent of Riley.

8.       Severability

         8.1.     If any provision of this Agreement is 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.


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9.       Headings

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

10.      Execution in Counterparts

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

11.      Jurisdiction and Choice of Laws

         11.1.    In any event, this Agreement shall be construed in accordance
                  with and governed by the laws of the state of California,
                  without giving effect to principles of conflicts of law
                  thereunder, except those directing application of California
                  law.

12.      Non-waiver

         12.1.    The waiver of any violation or 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.

13.      Resolution of Disputes

         13.1.    Any controversy or claim arising out of or relating to this
                  Agreement, or its breach, validity or interpretation, except
                  claims for injunctive relief and/or claims involving necessary
                  third parties who refuse to participate, shall be settled by
                  binding arbitration in accordance with the then current rules
                  for arbitration of employment disputes of the American
                  Arbitration Association ("AAA"), subject, however, to the
                  following:

                  13.1.1.  Within 15 days after the commencement of arbitration,
                           each party shall select one person to act as an
                           arbitrator and the two selected persons shall select
                           a third arbitrator ("Neutral Arbitrator") within 10
                           days of their appointment. If the arbitrators
                           selected by the parties are unable or fail to agree
                           upon the third arbitrator, the Neutral Arbitrator
                           shall be selected by the AAA. The Neutral Arbitrator
                           shall be a person with experience in handling
                           disputes relating to the employment contracts of
                           corporate executives.

                  13.1.2.  The location for the arbitration shall be at such
                           location in Los Angeles, California as designated by
                           the AAA.

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

                  13.1.4.  The arbitrators will not have the authority to, nor
                           shall they, award any damages in excess of what could
                           be awarded in a court of law; provided, to the extent
                           allowable by law, each party hereby waives the right
                           to recover punitive damages.


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                  13.1.5.  In resolving all disputes between the parties, the
                           arbitrators will apply the laws of the State of
                           California and/or the applicable United States law,
                           as the case may be.

14.      This Agreement has been negotiated by the parties and their respective
         counsel and will be interpreted fairly and in accordance with its terms
         and without strict construction in favor of or against either party.

15.      Special Conditions

         15.1.    On or before six months following the Effective Date, Riley
                  shall move to the Los Angeles, California or Newport Beach,
                  California metropolitan areas in the United States
                  ("Relocation"). It is anticipated that International will
                  require Riley to spend approximately six weeks at its
                  headquarters in Dallas, Texas immediately prior to Riley's
                  move to California. If in fact International so requires Riley
                  to spend such time in Dallas Texas immediately prior to his
                  move to California, such Relocation shall be deemed to have
                  occurred at the commencement of such assignment to Dallas,
                  Texas. Until such Relocation, Riley shall perform his duties
                  from a location in Singapore designated by International.
                  International shall pay Riley's reasonable relocation costs
                  for such Relocation in accordance with and upon the terms and
                  conditions set out in International's Domestic Relocation
                  Policy, a copy of which is attached hereto as Exhibit B.
                  Additionally, upon such Relocation to California, and then
                  throughout the remaining Term of this Agreement, International
                  shall, subject to the appropriate withholdings for federal
                  and/or state taxes, pay Riley a seven hundred dollar ($700)
                  per month allowance for automobile transportation.

         15.2.    Until such Relocation, International, at its cost, shall
                  provide Riley with suitable lodging in Singapore as reasonably
                  determined by International. Additionally, International will
                  pay for the heat, electricity and water costs associated
                  therewith.

         15.3.    During the Term of this Agreement, International shall provide
                  medical insurance for Riley with a medical insurance carrier
                  determined by International. The benefits thereunder shall be
                  reasonably similar to those provided to senior executives in
                  The viaLink Company.

         15.4.    During the Term of this Agreement, International shall pay or
                  reimburse Riley for reasonable expenses incurred by Riley in
                  preparing and filing his tax returns in Singapore and the
                  United States for tax years within the term of this Agreement.

         15.5.    Riley shall be paid his travelling costs, where such
                  travelling is required in connection with Riley's employment
                  as allowed and approved in advance in writing by
                  International.

16.      This Agreement and the documents attached hereto and/or referenced
         herein, including without limitation the Notice of Grant referenced in
         Section 4.1.5, contain the entire agreement between the parties hereto
         relating to the employment of Riley by International. No modification
         of this Agreement or of the terms and conditions hereof shall be
         binding upon either party hereto, unless approved in writing by each
         such party.

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17.      All notices, reports, requests, acceptances and other communications
         required or permitted under this Agreement will be in writing and shall
         be sufficient only if personally delivered, delivered by a major
         commercial overnight delivery courier service (such as Federal Express)
         or mailed, postage or charges prepaid, by certified or registered mail,
         return receipt requested to a party at its address as first set forth
         above. A party may change its notice address by giving notice thereof
         pursuant to this Section.

18.      In addition to any other Sections of this Agreement which survive
         pursuant to their terms, Sections 3.4, 3.5, 3.9, 5.1, 6.1, 8-14
         (inclusive), Sections 16-17 and this Section 18 shall survive the
         termination or expiration of this Agreement.

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


For and on behalf of                   )
viaLink International , Inc            )    /s/ LEWIS B. KILBOURNE
by:                                    )    ------------------------------------
                                            Lewis B. Kilbourne


                                            Date:
------------------------------------              ------------------------------
Witness


/s/ JAMES DAVIDSON                          /s/ CHRISTOPHER R. RILEY
------------------------------------        ------------------------------------
Witness                                            Christopher R. Riley


                                            Date: 15 Sept. 2000
                                                  ------------------------------

            NOTICE AND ACKNOWLEDGEMENT OF RIGHTS REGARDING INVENTIONS

       The undersigned Christopher R. Riley is hereby notified that pursuant to
the provisions and requirements of the California Labor Code, Section 2872, the
definition of Work Product contained in Sections 3.6.1 of the above Employment
Agreement shall not apply to any invention which qualifies fully under the
provisions California Labor Code Section 2870 ("Notification").

       The undersigned Christopher R. Riley hereby acknowledges receipt of the
above Notification.

15 Sept. 2000                               /s/ CHRISTOPHER R. RILEY
------------------------------              ------------------------------------
Date                                        Christopher R. Riley