EXHIBIT 10.05
**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 Robert I. Noe (“Employee”).
RECITALS:
     **WHEREAS**, Company and Employee entered into that certain EmploymentAgreement dated April 8, 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. It is acknowledged that the title and position of Employee became ChiefExecutive Officer effective January 24, 2003. In such capacity, Employee shallperform all duties which are commensurate with this position and any otherduties which may be reasonably assigned to him by the Company’s Board ofDirectors. This provision shall supersede any conflicting provisions ofParagraph Nos. 1 and 2 of the Employment Agreement.
     2. Reference is hereby made to Paragraph No. 1 of that certain Amendmentto Employment Agreement dated July 10, 2001 (the “July 10, 2001 Amendment”),wherein Employee and Company agreed that Employee’s base salary of $275,000.00per year would be temporarily reduced by twenty-five percent (25%) effective asof July 10, 2001, and that Employee’s base salary of $275,000.00 would resumeimmediately effective upon the date of the Company’s achieving cash flow breakeven status (the “Break Even Date”). Employee’s base salary was reduced by anadditional $5,000.00 by Amendment to Employment Agreement dated August 20, 2001(the “August 20, 2001 Amendment”). Paragraph No. 1 July 10, 2001 Amendmentprovides that Company will pay to Employee in lump sum an amount equal to thedifference between: (i) the base salary that Employee would have received butfor the above-referenced agreements 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”), said payment tobe made within one hundred eighty (180) days of the Break Even Date. At thetime of execution of the July 10, 2001 Amendment and the August 20, 2001Amendment, neither party seriously considered how the rights and obligations ofthe parties might be affected by a “Change of Control” (as defined below) ofthe Company. Accordingly, Company and Employee do hereby agree that if either:(a) an involuntary termination of Employee’s employment for any reason otherthan “cause” (as defined in Paragraph No. 6.4 of the Employment Agreement) (an“Involuntary Termination”), or (b) an “Effective Termination” (as definedbelow) of Employee’s employment, occurs within 365 days after the effectivedate of any Change of Control, then Company shall pay to Employee an amountequal to his Unpaid Deferred Salary in 12 equal bi-weekly installmentsbeginning on Company’s first regularly scheduled pay period after the effectivedate of the Involuntary Termination or Effective Termination. Company andEmployee further agree that if neither an Involuntary Termination nor anEffective Termination of Employee’s employment, occurs within 365 days afterthe effective date of any Change of Control, then Company shall pay to Employeean amount equal to his Unpaid Deferred Salary in 12 equal bi-weeklyinstallments beginning on Company’s first regularly scheduled pay period afterthe earlier to occur of: (i) the first anniversary date of such Change ofControl, and (ii) the first date that Company achieves cash flow break evenstatus or, in the case of a merger or other business combination, the firstdate that the surviving combined entity achieves cash flow break even status.
 

 

     3. Reference is hereby made to Paragraph No. 6.1 of the EmploymentAgreement, which provides that if Company terminates the Employment Agreement“without cause either as of the end of the then current term or at any timeduring a then current term, then Employee shall be entitled to receive anamount equal to his then ***current annualized salary****(emphasis added)*, payableupon the effective date of such termination.” Company and Employee acknowledgeand agree that the term “current annualized salary,” as used the precedingsentence, shall mean Employee’s then current base salary without any salaryreductions described in the first paragraph of Paragraph No. 2 above.
     4. 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.
     5. 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).
     6. 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/ Brian Carter /s/ Robert I. Noe      Robert I. NoePrinted Name:Brian Carter      Title:Vice President