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                                                                     EXHIBIT 4.7


                              SETTLEMENT AGREEMENT


     This Settlement Agreement ("Agreement") entered into as of this 15th day of
June, 2000, ("Effective Date") by and between INVESTOR AWARENESS, INC., a
_______ corporation ("IA"), TONY SCHOR ("SCHOR"), BRAD FISHMAN ("Fishman") and
HARVEY BARNETT ("Barnett") (collectively "Holders"), and THE VIALINK COMPANY, an
Oklahoma Corporation ("viaLink").

     WHEREAS, IA has made certain claims against viaLink as set forth in the
matter of Investor Awareness, Inc. v. The viaLink Company, f/k/a Applied
Intelligence Group, Inc., Case No. 99 L 07909 filed in the Law Division of the
Circuit Court of Cook County, Illinois (hereinafter "Litigation");

     WHEREAS, the parties hereto desire to settle the Litigation and all claims
relating thereto under the terms and conditions set forth herein.

     WHEREUPON, in consideration of the above premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1.   Holders shall be entitled to purchase a combined, aggregate total of forty
     thousand (40,000) shares of viaLink common stock ("Securities"), twenty
     thousand (20,000) of which shall be purchasable by Schor and Fishman
     pursuant to and subject to the Amended and Restated Stock Option Agreement
     ("Restated Options") attached hereto as Exhibit A, viaLink's 1998 Stock
     Option Plan and this Agreement; and the remaining twenty thousand (20,000)
     of which may be purchased by Schor, Fishman and Barnett pursuant to the
     terms, covenants and conditions of this Agreement, including without
     limitation Section 1.2 hereof. Subject to the terms of Section 2 of this
     Agreement, all of such Securities when issued shall be restricted
     securities. The parties to this Agreement agree that the number of shares
     and price for the Securities set forth in this Agreement reflect and take
     into account the stock splits of viaLink's stock with record dates of
     December 21, 1999 and March 17, 2000. Notwithstanding anything to the
     contrary in this Agreement or any other instrument relating to the purchase
     of any of said Securities, the purchase of all of the Securities shall
     further be subject to the following conditions:.

   1.1. Preconditions: Each and all of the following events and/or actions
        (collectively "Preconditions") must be completed as conditions precedent
        to the exercise by Holders of their rights to purchase the Securities:

     1.1.1.    IA, Schor and Fishman shall have executed the attached Amended
               and Restated Stock Option Agreement, Exhibit A hereto. Said
               Amended and Restated Stock Option Agreement, together with this
               Agreement, shall constitute and reflect Schor's and Fishman's
               rights with regard to their options to purchase up to a total of
               twenty thousand (20,000) of the Securities. The parties
               understand and agree that, of the options set forth in the
               Original Agreement referred to in such Amended and Restated Stock
               Option Agreement, the options that became exercisable on January
               1, 1999 have previously been exercised pursuant to such Original
               Agreement.



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     1.1.2.    IA shall have delivered to viaLink an executed original of the
               Dismissal with Prejudice attached hereto as Exhibit B.

     1.1.3.    Each of the Holders shall have executed the Lock-Up Agreement
               attached hereto as Exhibit C and delivered the same to viaLink;
               provided however, it is agreed and understood that the options
               granted pursuant to said Amended and Restated Stock Option
               Agreement shall not be subject to the Lock-up Agreement.
               Moreover, the parties further agree and understand that to the
               extent there is any inconsistency between such Lock-up Agreement
               and this Settlement Agreement, the terms and conditions of this
               Settlement Agreement shall control.

   1.2. Individual Purchases: In addition to the Securities purchasable pursuant
        to the Restated Options, and upon satisfaction of all of the
        Preconditions; (a) Tony Schor shall be entitled to purchase six thousand
        (6,000) of the remaining Securities, (b) Brad Fishman shall be entitled
        to purchase six thousand (6,000) of the remaining Securities, and (c)
        Harvey Barnett shall be entitled to purchase eight thousand (8,000) of
        the remaining Securities. The purchase price of each share of common
        stock of viaLink purchased pursuant to this Section 1.2 shall be 25/32's
        dollars ($0.78125) ("Purchase Price"), which Purchase Price must be paid
        prior to or contemporaneously with the delivery of said Securities.
        Schor, Fishman and Barnett shall at all times be required to comply with
        such applicable laws and regulations regarding the Securities
        (including, without limitation, any restrictions on the sale of said
        Securities).

   1.3. Taxes. The conveyance of the Securities shall be, in any event, subject
        to any applicable federal, state and local income tax and/or withholding
        and any and all other taxes or similar requirements applicable to the
        Holders with regard to the Securities and as an additional precondition
        to the delivery of any of the Securities all such withholding
        obligations must be satisfied.

   1.4. Holders agree and acknowledge that all of the Securities issued pursuant
        to this Agreement (including, without limitation, the Securities issued
        according to the Restated Options) will be restricted and will contain
        the following statement:

        THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE
        SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
        CONVEYED WITHOUT REGISTRATION OR AN OPINION OF COUNSEL IN FORM AND
        SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH
        REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
        THE SECURITIES ACT.


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2.   Registration. Registration of the Securities shall be subject to the
     following terms and conditions:

   2.1. viaLink does hereby confirm that it is now qualified to file a
        registration statement on Form S-3 or similar short form registration
        (herein "Registration Statement"). Upon the execution hereof, Holders of
        the Securities may by written notice to viaLink, require viaLink to file
        a Registration Statement so as to effectuate registration of Holders's
        Securities by the expiration of the Lock-Up Agreement (the "Lock-Up
        Agreement") attached hereto as Exhibit A, which is being done pursuant
        to the Offering referred to therein (herein the "Offering"). viaLink
        does hereby confirm that it has the requisite authority and/or consent
        and/or will obtain the requisite authority and/or consent to file any
        such requested Registration Statement. viaLink may be required to file
        one (1) Registration Statement pursuant to this Section. Notwithstanding
        the foregoing, The right of Holders to request registration pursuant to
        this Section 2.1 shall terminate at such time as all the Securities held
        by Holders (or any transferee) may be sold pursuant to Rule 144 under
        the Securities Act during any 90-day period.

   2.2. Right to Delay Registration. Notwithstanding the provisions of Section
        2.1, viaLink shall have the right, exercisable by written notice to the
        initiating Holders within ten (10) days after viaLink in good faith
        determines to delay such registration until such time as viaLink
        believes that it would be practicable to effect such registration
        pursuant to Section 2.1.

   2.3. Registration Procedures. In the case of a Registration Statement filed
        by viaLink pursuant to this Agreement, viaLink will, at its expense, do
        the following for the benefit of the Holders:

     2.3.1.    Use its reasonable best efforts to keep such Registration
               Statement effective for a period of 90 days or until the Holders
               have completed the distribution described in the Registration
               Statement relating thereto, and amend or supplement such
               Registration Statement and any prospectus contained therein from
               time to time to the extent necessary to comply with the
               Securities Act and applicable federal and state securities laws;

     2.3.2.    Use its reasonable best efforts to register or qualify the
               securities to be sold by the Holders under such registration
               under the applicable securities or "blue sky" laws of such
               jurisdictions as viaLink or any underwriter of such offering
               shall reasonably deem necessary in order to ensure a successful
               offering; provided, that viaLink shall not be obligated to
               qualify to do business in any jurisdiction where it is not then
               so qualified or otherwise required to be so qualified or to take
               any action which would subject it to the service of process in
               suits other than those arising out of such registration;

     2.3.3.    Furnish such number of prospectuses, including a preliminary
               prospectus, in conformity with the requirements of the Securities
               Act, and such other documents incident thereto as a Holder from
               time to time may reasonably request in order to facilitate the
               disposition of the Securities;



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   2.4. Expenses of Registration. In the event of a registration pursuant to
        this Agreement, viaLink shall pay all registration expenses, but shall
        not be required to pay or otherwise assume responsibility for selling
        expenses, which shall be the sole responsibility of the selling
        shareholders.

   2.5. Indemnification. In the event any Securities are included in a
        registration statement under this Agreement:

     2.5.1.    To the extent permitted by law, viaLink will indemnify, defend
               and hold harmless each Holder, any underwriter (as defined in the
               Securities Act) for such Holder and each person, if any, who
               controls such Holder or underwriter within the meaning of the
               Securities Act or the Exchange Act, against any losses, claims,
               damages, or liabilities (joint or several) to which they may
               become subject under the Securities Act or other federal or state
               law, insofar as such losses, claims, damages, or liabilities (or
               actions in respect thereof) arise out of or are based upon any of
               the following statements, omissions or violations (collectively,
               a "Violation"): (i) any untrue statement or alleged untrue
               statement of a material fact contained in such Registration
               Statement, including any preliminary prospectus or final
               prospectus contained therein or any amendments or supplements
               thereto, (ii) the omission or alleged omission to state therein a
               material fact required to be stated therein, or necessary to make
               the statements therein not misleading, or (iii) any violation or
               alleged violation by viaLink of the Securities Act or other
               federal or state securities law or regulation; and viaLink will
               pay to each such Holder, underwriter or controlling person, as
               incurred, any legal or other expenses reasonably incurred by them
               in connection with investigating or defending any such loss,
               claim, damage, liability, or action; provided, however, that the
               indemnity agreement contained in this subsection 2.5.1 shall not
               apply to amounts paid in settlement of any such loss, claim,
               damage, liability, or action if such settlement is effected
               without the consent of viaLink (which consent shall not be
               unreasonably withheld), nor shall viaLink be liable in any such
               case for any such loss, claim, damage, liability, or action to
               the extent that it arises out of or is based upon a Violation
               which occurs in reliance upon and in conformity with written
               information furnished expressly for use in connection with such
               registration by any such Holder, underwriter or controlling
               person.

     2.5.2.    To the extent permitted by law, each selling Holder will
               indemnify, defend and hold harmless viaLink, each of its
               directors, each of its officers who has signed the registration
               statement, each person, if any, who controls viaLink within the
               meaning of the Securities Act, any underwriter, any other Holder
               selling securities in such registration statement and any
               controlling person of any such underwriter or other Holder,
               against any losses, claims, damages, or liabilities (joint or
               several) to which any of the foregoing persons may become
               subject, under the Securities Act, the Exchange Act or other
               federal or state law, insofar


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               as such losses, claims, damages, or liabilities (or actions in
               respect thereto) arise out of or are based upon any Violation, in
               each case to the extent (and only to the extent) that such
               Violation occurs in reliance upon and in conformity with written
               information furnished by such Holder expressly for use in
               connection with such registration; and each such Holder, will
               pay, as incurred, any legal or other expenses reasonably incurred
               by any person intended to be indemnified pursuant to this
               subsection 2.5.2, in connection with investigating or defending
               any such loss, claim, damage, liability, or action; provided,
               however, that the indemnity agreement contained in this
               subsection 2.5.2 shall not apply to amounts paid in settlement of
               any such loss, claim, damage, liability or action if such
               settlement is effected without the consent of the Holder which
               consent shall not be unreasonably withheld; provided, that, in no
               event shall any indemnity under this subsection 2.5.2 exceed the
               net proceeds from the offering received by such Holder.

     2.5.3.    Promptly after receipt by an indemnified party under this Section
               2.5 of notice of the commencement of any action (including any
               governmental action), such indemnified party will, if a claim in
               respect thereof is to be made against any indemnifying party
               under this Section 2.5, deliver to the indemnifying party a
               written notice of the commencement thereof and the indemnifying
               party shall have the right to participate in, and, to the extent
               the indemnifying party so desires, jointly with any other
               indemnifying party similarly noticed, to assume the defense
               thereof with counsel mutually satisfactory to the parties;
               provided, however, that an indemnified party (together with all
               other indemnified parties which may be represented without
               conflict by one counsel) shall have the right to retain one
               separate counsel, with the fees and expenses to be paid by the
               indemnifying party, if representation of such indemnified party
               by the counsel retained by the indemnifying party would be
               inappropriate due to actual or potential differing interests
               between such indemnified party and any other party represented by
               such counsel in such proceeding. The failure to deliver written
               notice to the indemnifying party within a reasonable time of the
               commencement of any such action, if prejudicial to its ability to
               defend such action, shall relieve such indemnifying party of any
               liability to the indemnified party under this Section 2.5, but
               the omission so to deliver written notice to the indemnifying
               party will not relieve it of any liability that it may have to
               any indemnified party otherwise than under this Section 2.5.

     2.5.4.    If the indemnification provided for in this Section 2.5 is held
               by a court of competent jurisdiction to be unavailable to an
               indemnified party with respect to any loss, liability, claim,
               damage, or expense referred to therein, then the indemnifying
               party, in lieu of indemnifying such indemnified party hereunder,
               shall contribute to the amount paid or payable by such
               indemnified party as a result of such loss, liability, claim,
               damage, or expense in such proportion as is appropriate to
               reflect the relative fault of the indemnifying party on the one
               hand and of the indemnified party on the other in connection with
               the statements or omissions that resulted in such loss,
               liability, claim, damage, or expense as well as any other
               relevant equitable considerations. The relative fault of the


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               indemnifying party and of the indemnified party shall be
               determined by reference to, among other things, whether the
               untrue or alleged untrue statement of a material fact or the
               omission to state a material fact relates to information supplied
               by the indemnifying party or by the indemnified party and the
               parties' relative intent, knowledge, access to information, and
               opportunity to correct or prevent such statement or omission.

     2.5.5.    Notwithstanding the foregoing, to the extent that the provisions
               on indemnification and contribution contained in the underwriting
               agreement entered into in connection with the underwritten public
               offering are in conflict with the foregoing provisions, the
               provisions in the underwriting agreement shall control.

     2.5.6.    The obligations of viaLink and Holders under this Section 2.5
               shall survive the completion of any offering of Securities in a
               registration statement under this Agreement.

   2.6. viaLink may, in its sole discretion, include the registration of other
        securities held or granted to third parties on any Registration
        Statement undertaken pursuant to this Agreement.

   2.7. viaLink will immediately notify Holders as to the effective date of the
        Registration Statement that is the subject matter of the Offering, and
        will notify Holders in writing as to the expected date when the 120 day
        lock-up period ends. In the event the Offering is withdrawn, terminates
        or aborts, viaLink shall immediately notify Holders who will then be
        immediately free to sell the Securities referenced in Paragraphs 1 and
        1.2 herein, provided the same have been registered. Under no
        circumstance shall Holders be restricted from the sale of their
        Securities beyond December 31, 2000.

3.   Release. Upon the execution of this Agreement, IA, Holders, and each of
     them, on behalf of each of said party and its respective officers,
     directors, shareholders, employees, agents, representatives, attorneys,
     heirs, successors and assigns, releases, acquits, and forever discharges
     viaLink and its officers, directors, shareholders, employees, agents,
     representatives, attorneys, heirs, successors and assigns (the "Releasees")
     from all loss, damages, penalties, obligations, actions, suits, judgments,
     costs, expenses, claims, and liabilities of every kind or character
     whatsoever, known or unknown, in contract or in tort, at law or in equity,
     which IA, the Holders, or any of them, ever had, now has or may hereafter
     have against said Releasees, jointly or severally, for any matter arising
     out of or related to the Litigation, any claim or allegation therein, and
     any other claim, whether known or unknown, which could have been brought in
     or joined with said Litigation.

   3.1. Upon the execution of this Agreement, viaLink, on behalf of itself and
        its respective officers, directors, shareholders, employees, agents,
        representatives, attorneys, heirs, successors and assigns, releases,
        acquits, and forever discharges IA, Holders, and each of them, and their
        respective officers, directors, shareholders, employees, agents,
        representatives, attorneys, heirs, successors and


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        assigns (the "Releasees") from all loss, damages, penalties,
        obligations, actions, suits, judgments, costs, expenses, claims, and
        liabilities of every kind or character whatsoever, known or unknown, in
        contract or in tort, at law or in equity, which viaLink ever had, now
        has or may hereafter have against said Releasees, jointly or severally,
        for any matter arising out of or related to the Litigation, any claim or
        allegation therein, and any other claim, whether known or unknown, which
        could have been brought in or joined with said Litigation.

   3.2. Each party hereto shall bear its own costs and fees related to the
        Litigation and to this Agreement, including, without limitation, any
        attorneys' fees incurred.

4.   Warranties and Representations. The undersigned parties and each of them
     warrant and represent as follows:

   4.1. That the consideration to be received by the parties hereto, both
        directly and indirectly, as a result of this Agreement, is sufficient
        and reasonably worth the detriment, if any, to them.

   4.2. That the recitals contained in this Agreement are true and correct in
        all material aspects.

   4.3. That the person executing this Agreement on behalf of a party hereto has
        full power and authority to execute, deliver and perform this Agreement
        in accordance with its terms.

5.   GENERAL TERMS

   5.1. Complete Agreement. This Agreement and the documents incorporated
        therein by reference constitute the entire agreement among the parties
        hereto pertaining to the subject matter of this Agreement and supersedes
        all prior agreements and understandings with regard to its subject
        matter. No party has made any representations with respect to the
        settlement of these claims of the parties other than those contained
        herein.

   5.2. Governing Law. This Agreement shall be governed by the laws of the State
        of Oklahoma and the United States, as the case may be.

   5.3. Binding Effect Of Agreement. This Agreement shall be binding upon and
        shall inure to the benefit of the parties hereto and their respective
        legal representatives, successors and assigns.

   5.4. Notice. All notices required or permitted to be given or made under this
        Agreement may be affected in writing by certified mail, postage prepaid,
        return receipt requested and shall be deemed communicated three days
        from the mailing thereof. Mailed notices shall be addressed to the
        parties at the following addresses, but each party may change his
        address by written notice in accordance with this paragraph:


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        If to viaLink:

                 J. Andrew Kerner, Chief Financial Officer
                 The viaLink Company
                 13800 Benson Road
                 Edmond, OK 73013-6417

        with a copy to:

                 Richard M. Klinge, Esq.
                 Richard M. Klinge & Associates, P.C.
                 510 E. Memorial Road, Suite C-1
                 Oklahoma City, Oklahoma, 73114

        If to IA:  Investor Awareness, Inc.
                   1141 Lake Cook Road, Suite C-1
                   Deerfield, Illinois  60015

        If to Schor: Tony Schor
                     c/o Investor Awareness, Inc.
                     1181 Lake Cook Road, Suite A
                     Deerfield, Illinois  60015

        If to Fishman: Brad Fishman
                       c/o Investor Awareness, Inc.
                       1181 Lake Cook Road, Suite A
                       Deerfield, Illinois  60015

        If to Barnett: Harvey J. Barnett
                       Much Shelist Freed Denenberg
                       Ament & Rubenstein, P.C.
                       200 North LaSalle St., Suite 2100
                       Chicago, IL 60601-1095

   5.5. Counterparts. This Agreement may be executed in identical counterparts
        with the same force and effect as if all parties had executed the same
        original document. Facsimile copies of signatures and acknowledgements
        will have the same force and effect as an original signature and
        acknowledgement.

   5.6. Further Assurances. The parties hereto agree to sign and execute such
        other and further documents or take such additional actions as may be
        reasonably necessary to carry out the terms and conditions of this
        agreement.

   5.7. Disclaimer of Liability. It is expressly understood and agreed the
        parties to this Agreement that viaLink disputes and denies the claims
        and allegations of IA as described in the Litigation, and that nothing
        contained in this Agreement or any other related documents is, may or
        shall be construed or used to prove any


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        admission of any factual recital or any liability with regard to any of
        the claims released herein. This Agreement is being entered into because
        the parties hereto desire to amicably resolve their differences and the
        parties believe that the terms of this Agreement are reasonable and fair
        in view of all known facts and circumstances.

   5.8. Confidentiality. Except to the extent that such information is required
        to be disclosed to government, taxing or securities regulatory entities
        according to applicable laws or regulations, or in order to obtain the
        advice of attorneys, accountants and/or tax advisors, IA and each of the
        Holders shall not disclose the terms of this Agreement, including,
        without limitation, the number of Securities or Purchase Price, to any
        third party. Any Protective Order entered in the course of the
        Litigation with regard to confidentiality shall remain in full force and
        effect as the binding agreement of each party hereto with respect to the
        subject matter of such Protective Order.

   5.9. Advice. The parties hereto acknowledge and agree that they have been
        advised by their respective attorneys of the facts and legal
        consequences related to the subject matter of this Agreement and that
        this Agreement is entered into voluntarily and without duress of any
        kind.

IN WITNESS WHEREOF, the parties hereto have caused this Settlement Agreement to
be duly executed and delivered, all as of the day and year first above written;
provided, however, that this Agreement shall not become binding or effective
until such time as each and all of the parties have executed this Agreement by
duly authorized signature.

The viaLink Company:

By: /s/ J. ANDREW KERNER   date:    /   /
   -----------------------      --- ---- ----
Its:  Senior Vice President
      and Chief Financial Officer
    -----------------------


Investor Awareness, Inc.:

By: /s/ TONY SCHOR         date: 6  / 9 / 00
   -----------------------      --- ---- ----
Its:  President
    -----------------------


Tony Schor

/s/ TONY SCHOR             date: 6  / 9 / 00
--------------------------      --- ---- ----


Brad Fishman

/s/ BRAD FISHMAN           date: 6  / 9 / 00
--------------------------      --- ---- ----


Harvey Barnett

/s/ HARVEY BARNETT         date:    /   /
--------------------------      --- ---- ----


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