EXHIBIT 10.4
**AMENDMENT TO EMPLOYMENT AGREEMENT**
     **THIS AMENDMENT TO EMPLOYMENT AGREEMENT**(this “Amendment”) is made andentered into as of the 2nd day of March, 2004, by and between The viaLinkCompany (“Company”) and Brian Carter (“Employee”).
RECITALS:
     **WHEREAS**, Company and Employee entered into that certain EmploymentAgreement dated July 9, 1999, which has been previously amended from time totime (the “Employment Agreement”); and
     **WHEREAS**, Company and Employee desire to further amend the EmploymentAgreement as set forth herein.
     **NOW, THEREFORE**, in consideration of the mutual promises and covenantscontained in this Agreement, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:
     1. Company and Employee acknowledge and agree that Employee’s base salaryshall become $225,000.00 on the effective date of this Amendment, however,Employee and Company agree that Employee’s base salary of $225,000.00 per yearwill be temporarily reduced by $75,000.00 effective as of immediately, and thatEmployee’s base salary of $225,000.00 shall resume immediately effective uponthe date of the Company’s achieving cash flow break even status (the “BreakEven Date”). In addition, Company agrees to pay to Employee in lump sum anamount equal to the difference between: (i) the base salary that Employee wouldhave received but for his agreement to so temporarily reduce Employee’s basesalary, and (ii) the base salary actually paid to Employee (said differencebeing referred to hereinafter as the “Unpaid Deferred Salary”), plus anadditional sum of $150,000.00, said payment to be made within one hundredeighty (180) days of the Break Even Date. In addition, Company and Employee dohereby agree that if either: (a) an involuntary termination of Employee’semployment for any reason other than cause (an “Involuntary Termination”), or(b) an “Effective Termination” (as defined below) of Employee’s employment,occurs within 365 days after the effective date of any Change of Control, thenCompany shall pay to Employee the sum of $150,000.00 plus an amount equal tohis Unpaid Deferred Salary in 12 equal bi-weekly installments beginning onCompany’s first regularly scheduled pay period after the date of the finalseverance payment made pursuant to the provisions set forth in Paragraph No. 2of this Amendment. Company and Employee further agree that if neither anInvoluntary Termination nor an Effective Termination of Employee’s employment,occurs within 365 days after the effective date of any Change of Control, thenCompany shall pay to Employee the sum of $150,000.00 plus an amount equal tohis Unpaid Deferred Salary in 12 equal bi-weekly installments beginning onCompany’s first regularly scheduled pay period after the earlier to occur of:(i) the first anniversary date of such Change of Control, and (ii) the firstdate that Company achieves cash flow break even status or, in the case of amerger or other business combination, the first date that the survivingcombined entity achieves cash flow break even status.
     2. Paragraph No. 2 of the Amendment to Employment Agreement dated July 9,1999, entered into between Company and Employee, is deleted in its entirety andreplace with the following:
“2. Employee’s rate of severance compensation in the event of Employee’semployment with vialink is terminated by viaLink without cause is herebyadjusted to provide for payment by viaLink of $225,000.00 (12 months basesalary compensation) in 12 equal bi-weekly installments beginning onvialink’s first regularly scheduled pay period after the date of suchtermination of employment.”
 

 

     3. For purposes of this Amendment, the term “Effective Termination” shallmean any change in Employee’s status, title, position, responsibilities,location, or salary, which represents a material adverse change from hisstatus, title, position, responsibilities, location, or salary as in effectimmediately prior to a Change of Control.
     4. For purposes of this Amendment, the term “Change of Control” shall meanthe happening of any of the following events: (a) any “person” (as such term isused in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”)), other than a trustee or other fiduciary holdingsecurities of Company under an employee benefit plan of Company, becomes the“beneficial owner” (as defined in Rule 13d-3 promulgated under the ExchangeAct), directly or indirectly, of securities of Company representing 50% or moreof (i) the outstanding shares of common stock of Company or (ii) the combinedvoting power of Company’s then-outstanding securities; (b) Company is party toa merger or consolidation, or series of related transactions, which results inthe voting securities of Company outstanding immediately prior thereto failingto continue to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving or another entity) at least thirty(30%) percent of the combined voting power of the voting securities of Companyor such surviving or other entity outstanding immediately after such merger orconsolidation; or (c) the sale or disposition of all or substantially all ofCompany’s assets (or consummation of any transaction, or series of relatedtransactions, having similar effect).
     5. Except as previously amended and amended herein, the EmploymentAgreement shall remain in full force and effect.
     Executed by the parties to be effective as of the date first writtenabove.     **COMPANY:** **EMPLOYEE:**The viaLink Company       By:/s/ Bob Noe /s/ Brian Carter   Printed Name:Robert I. Noe Brian Carter    Title:CEO     
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