<PAGE>   1
                                                                    EXHIBIT 4.2


NEITHER THIS WARRANT NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
DISPOSED OF WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
THEREFROM.

No. HP 1                                                      Right to Purchase
                                                         Shares of Common Stock
                                                         of The viaLink Company

                               THE VIALINK COMPANY

                          COMMON STOCK PURCHASE WARRANT

                                                                 March 24, 2000


         The viaLink Company, a Delaware corporation (the "Company"), hereby
certifies that, for value received, Hewlett-Packard Company, a Delaware
corporation ("HP"), or its permitted assigns, is entitled, subject to the terms
set forth below, to purchase from the Company at any time or from time to time
before 5:00 p.m. (Dallas, Texas time), on March 24, 2003, up to that number of
fully paid and nonassessable shares (the "Warrant Shares") of the Company's
Common Stock, $0.001 par value that shall equal 5,010. The purchase price per
share of the Warrant Shares shall be equal to $83.83 (such purchase price per
share as adjusted from time to time as herein provided is referred to herein as
the "Purchase Price"). The number and character of such shares of Common Stock
and the Purchase Price are subject to adjustment as provided herein.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

                  (a) The term "Business Day" means any day except a Saturday or
         a Sunday or other day on which the National Market (as hereinafter
         defined), or any national securities exchange on which the Common Stock
         (as hereinafter defined) is traded or admitted for unlisted trading
         privileges, is closed for trading.

                  (b) The term "Company" shall include The viaLink Company, and
         any corporation which shall succeed to, or assume the obligations of,
         The viaLink Company hereunder.

                  The term "Common Stock" includes the Company's common stock,
         $0.001 par value, as authorized on March 24, 2000, and/or any Other
         Securities into which or for which the Warrant Shares may be converted
         or exchanged pursuant to a plan of recapitalization, reorganization,
         merger, sale of assets or otherwise.

                  (d) The term "Fair Market Value" per share of Common Stock
         means:

                           (1)      If the Common Stock is traded on a national
                                    securities exchange or admitted to unlisted
                                    trading privileges on such an exchange, or
                                    is listed on the National Market (the
                                    "National Market") of the National
                                    Association of Securities Dealers Automated
                                    Quotations System (the "NASDAQ"), the







<PAGE>   2
                                    Fair Market Value shall be the average of
                                    the last reported sale prices of the Common
                                    Stock on such exchange or on the National
                                    Market over the five consecutive Business
                                    Days immediately preceding the date of
                                    determination or, if the last reported sale
                                    price information is not available for such
                                    days, the average of the mean of the closing
                                    bid and asked prices for such days on such
                                    exchange or on the National Market;


                           (2)      If the Common Stock is not so listed or
                                    admitted to unlisted trading privileges, the
                                    Fair Market Value shall be the average of
                                    the mean of the last bid and asked prices
                                    reported over the five consecutive Business
                                    Days immediately preceding the date of
                                    determination (A) by the NASDAQ or (B) if
                                    reports are unavailable under clause (A)
                                    above, by the National Quotation Bureau
                                    Incorporated; and

                           (3)      If the Common Stock is not so listed or
                                    admitted to unlisted trading privileges and
                                    bid and ask prices are not reported, the
                                    Fair Market Value shall be the price per
                                    share which the Company could obtain from a
                                    willing buyer for shares of Common Stock, as
                                    such price shall be determined by mutual
                                    agreement of the Company and the holders of
                                    rights to purchase a majority of the shares
                                    of Common Stock purchasable under all
                                    warrants then outstanding and issued
                                    (directly or indirectly) from those certain
                                    Common Stock Purchase Warrants, dated March
                                    24, 2000, issued by the Company to [i2
                                    Technologies, Inc. ("i2")/HP and Millennium
                                    Partners, L.P. ("Millennium")], which
                                    originally granted to each of i2, HP and
                                    Millennium the right to purchase 5,010
                                    shares of Common Stock. If such holders and
                                    the Company are unable to agree on such Fair
                                    Market Value, the Company shall select a
                                    pool of three independent and
                                    nationally-recognized investment banking
                                    firms from which such holders (by a majority
                                    vote) shall select one such firm to appraise
                                    the fair market value of the Warrant and to
                                    perform the computations involved. The
                                    determination of such investment banking
                                    firm shall be binding upon the Company and
                                    such holders in connection with any
                                    transaction occurring at the time of such
                                    determination. All expenses of such
                                    investment banking firm shall be borne by
                                    the Company. In all cases, the determination
                                    of fair market value shall be made without
                                    consideration of the lack of a liquid public
                                    market for the Common Stock and without
                                    consideration of any "control premium" or
                                    any discount for holding less than a
                                    majority or controlling interest of the
                                    outstanding Common Stock.

                  (e)  The term "Other Securities" refers to any stock (other
         than Common Stock) or other securities of the Company or any other
         person (corporate or otherwise) (i) which the holder of this Warrant at
         any time shall be entitled to receive, or shall have received, on the
         exercise of this Warrant, in lieu of or in addition to shares of the
         Company's common stock, $.001 par value per share, as authorized on
         March 24, 2000, or (ii) which at any time shall be issuable or shall
         have been issued in exchange for or in replacement of shares of the
         Company's common stock, $.001 par value per share, as authorized on
         March 24, 2000, or Other Securities pursuant to Section 4 or otherwise.



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         1. Exercise of Warrant.

         1.1 Full Exercise. This Warrant may be exercised at any time after the
date hereof during normal business hours before its expiration in full by the
holder hereof by surrender of this Warrant, with the form of subscription at the
end hereof duly executed by such holder, to the Company at its principal office,
accompanied by payment, in cash, by bank cashier's check payable to the order of
the Company or by wire transfer, in the amount obtained by multiplying the
number of shares of Common Stock and/or Other Securities for which this Warrant
is then exercisable by the Purchase Price then in effect.

         1.2 Partial Exercise. This Warrant may be exercised at any time during
normal business hours after the date hereof before its expiration in part by
surrender of this Warrant and payment of the Purchase Price then in effect in
the manner and at the place provided in subsection 1.1, except that the amount
payable by the holder on such partial exercise shall be the amount obtained by
multiplying (a) the number of shares of Common Stock and/or Other Securities
designated by the holder in the subscription at the end hereof by (b) the
Purchase Price then in effect. On any such partial exercise, the Company at its
expense will forthwith issue and deliver to or upon the order of the holder
hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof
or as such holder (upon payment by such holder of any applicable transfer taxes)
may request, filling in the aggregate on the face or faces thereof the number of
shares of Common Stock and/or Other Securities for which such Warrant or
Warrants may still be exercised.

         1.3 Company Acknowledgment. The Company will, at the time of any
exercise of this Warrant, upon the written request of the holder hereof,
acknowledge in writing its continuing obligation to afford to such holder any
rights to which such holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant. If the holder shall fail to make
any such written request, such failure shall not affect the continuing
obligation of the Company to afford to such holder any such rights.

         1.4 Trustee for Warrant Holders. In the event that a bank or trust
company shall have been appointed as trustee for the holder of this Warrant
pursuant to subsection 4.2, such bank or trust company shall have all the powers
and duties of a warrant agent appointed pursuant hereto and shall accept, in its
own name for the account of the Company or such successor person as may be
entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.






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<PAGE>   4




         1.5 Net Issue.


                  (a) Election. The holder hereof may elect to receive, without
         the payment by the holder of any additional consideration, Warrant
         Shares equal to the value of this Warrant or any portion hereof by the
         surrender of this Warrant or such portion to the Company, with the net
         issue election notice attached hereto, duly executed, at the office of
         the Company. Thereupon, the Company shall issue to the holder hereof
         such number of fully paid and nonassessable shares of Common Stock as
         is computed using the following formula:

                                    X=Y(A-B)
                                      ------
                                        A

         where X= the number of shares to be issued to the holder hereof
pursuant to this Section 1.5.

         Y= the number of shares covered by this Warrant in respect of which the
net issue election is made pursuant to this Section 1.5.

         A= the Fair Market Value of one share of Common Stock as of the time
the net issue election is made pursuant to this Section 1.5.

         B= the Purchase Price in effect under this Warrant at the time the net
issue election is made pursuant to this Section 1.5.

               2. Delivery of Stock Certificates, Etc. on Exercise. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within ten Business Days thereafter, the Company at its expense (including
the payment by it of any applicable issue taxes) will cause to be issued in the
name of and delivered to the holder hereof, or as such holder (upon payment by
such holder of any applicable transfer taxes) may direct, a certificate or
certificates for the number of fully paid and nonassessable shares of Common
Stock (or, to the extent not constituting Common Stock, Other Securities) to
which such holder shall be entitled on such exercise, plus, in lieu of any
fractional share to which such holder would otherwise be entitled, cash equal to
such fraction multiplied by the then current Fair Market Value of one full
share, together with any other property (including cash, where applicable) to
which such holder is entitled upon such exercise pursuant to Section 1 or
otherwise.

               3. Adjustment for Dividends in Other Stock, Property, etc.;
Reclassification, etc. In case at any time or from time to time, the holders of
Common Stock (or, to the extent not constituting Common Stock, Other Securities)
in their capacity as such shall have received, or (on or after the record date
fixed for the determination of shareholders eligible to receive) shall have
become entitled to receive, without payment therefor,

                  (f) other or additional stock or other securities or property
         (other than cash) by way of dividend, or

                  (g) any cash (excluding cash dividends payable solely out of
         earnings or earned surplus of the Company), or






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<PAGE>   5

                  (h) other or additional stock or other securities or property
         (including cash) by way of spin-off, split-up, reclassification,
         recapitalization, combination of shares or similar corporate
         rearrangement,

other than additional shares of capital stock issued as a stock dividend or in a
stock split (adjustments in respect of which are provided for in Section 5),
then and in each such case the holder of this Warrant, on the exercise hereof as
provided in Section 1, shall be entitled to receive the amount of stock and
other securities and property (including cash in the cases referred to in
subdivisions (b) and (c) of this Section 3) determined by multiplying (i) the
amount of stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section) which such holder would
hold on the date of such exercise, if on the record date with respect to or the
date of the issuance of the stock, securities, property and cash referred to in
subdivisions (a), (b) or (c) of this Section 3, as applicable, it had been the
holder of record of the number of shares of Common Stock called for on the face
of this Warrant and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and all such other
or additional stock and other securities and property (including cash in the
cases referred to in subdivisions (b) and (c) of this Section 3) receivable by
it as aforesaid during such period, giving effect to all adjustments called for
during such period by Section 4 and Section 5 by (ii) the percentage of this
Warrant then being exercised.

               4. Adjustment for Reorganization, Consolidation, Merger, etc.

               4.1 Reorganization, Consolidation, Merger, etc. In case at any
time or from time to time, the Company shall (a) effect a reorganization,
reclassification or recapitalization (b) consolidate with or merge into any
other person, or (c) transfer all or substantially all of its properties or
assets to any other person under any plan or arrangement contemplating the
dissolution of the Company, then, in each such case, the holder of this Warrant,
on the exercise hereof as provided in Section 1 at any time after the
consummation of such reorganization, reclassification, recapitalization,
consolidation or merger or the effective date of such dissolution, as the case
may be, shall receive, in lieu of the Common Stock (or, to the extent not
constituting Common Stock, Other Securities) issuable on such exercise prior to
such consummation or such effective date, the amount of stock and other
securities and property (including cash) determined by multiplying (i) the
amount of the stock and other securities and property (including cash) to which
such holder would have been entitled upon such consummation or in connection
with such event, as the case may be, if such holder had so exercised this
Warrant, immediately prior thereto, all subject to further adjustment thereafter
as provided in Sections 3 and 5 by (ii) the percentage of this Warrant then
being exercised.

               4.2 Dissolution. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the Other Securities and property (including cash, where
applicable) receivable by the holders of this Warrant after the effective date
of such dissolution pursuant to this Section 4 to a bank or trust company having
its principal office in Dallas, Texas, as trustee for the holder of this
Warrant.

               4.3 Continuation of Terms. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 4, this Warrant shall continue in full force and
effect, subject to expiration in accordance with Section 17 hereof, and the
terms hereof shall be applicable to the Other Securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any such
Other




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<PAGE>   6


Securities, including, in the case of any such transfer, the person
acquiring all or substantially all of the properties or assets of the Company,
whether or not such person shall have expressly assumed the terms of this
Warrant as provided in Section 6.

               5. Anti-Dilution Adjustments.

               5.1 General. The Purchase Price shall be subject to adjustment
from time to time as hereinafter provided. Upon each adjustment of the Purchase
Price, the holder of this Warrant shall thereafter be entitled to purchase, at
the Purchase Price resulting from such adjustment, the number of shares obtained
by multiplying the Purchase Price in effect immediately prior to such adjustment
by the number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Purchase Price resulting from
such adjustment.

               5.2 Purchase Price Adjustments.

                  (a) If and whenever after the date hereof the Company shall
         issue or sell any shares of its capital stock (except as set forth
         below in subparagraph 5.2(b)), for a consideration per share less than
         the Purchase Price in effect immediately prior to the time of such
         issue or sale, the Purchase Price shall be reduced to the price
         (calculated to the nearest $0.01) obtained by dividing (i) an amount
         equal to the sum of (A) the number of shares of capital stock
         outstanding, or deemed to be outstanding, immediately prior to such
         issue or sale multiplied by the Purchase Price prevailing immediately
         prior to such issue or sale plus (B) the consideration, if any,
         received by the Company upon such issue or sale, by (ii) the total
         number of shares of capital stock outstanding, or deemed to be
         outstanding, immediately after such issue or sale. Notwithstanding the
         foregoing, no adjustment of the Purchase Price shall be made in an
         amount less than $0.01 per share, but any such lesser adjustment shall
         be carried forward and shall be made at the time of and together with
         the next subsequent adjustment which together with any adjustments so
         carried forward shall amount to $0.01 per share or more.

                  (b) The following issuance of the Company's securities shall
         not result in an adjustment in the Purchase Price: (i) stock issued
         pursuant to a bona fide, public offering of shares of Common Stock,
         registered under the Securities Act, pursuant to a registration
         statement; (ii) stock issued pursuant to the conversion or exercise of
         convertible or exercisable securities outstanding as of the date
         hereof; (iii) stock issued pursuant to or in connection with a bona
         fide business acquisition of or by the Company, whether by merger,
         consolidation, sale of assets, sale or exchange of stock or otherwise;
         (iv) stock issued upon the exercise of any warrants issued as of the
         date hereof (which do not have as their purpose an equity financing
         element) approved by the Board; (v) stock issued upon the exercise of
         one or more of the Warrants; or (vi) stock issued pursuant to options,
         warrants, rights or similar commitments obligating the Company to issue
         shares of its capital stock which are in existence as of the date
         hereof.

               5.3 Option Grants. Except as precluded in subsection 5.2(b), in
the event that at any time after March 22, 2000 the Company shall in any manner
grant (directly, by assumption in a merger or otherwise) any rights to subscribe
for or to purchase, or any options for the purchase of, capital stock or any
securities convertible into or exchangeable for its capital stock (such rights
or options being herein called "Options" and such convertible or exchangeable
stock or securities being herein called "Convertible Securities"), whether or
not such Options or the right to convert or exchange any such Convertible
Securities are immediately exercisable, and the price per share for which
capital stock is issuable upon the exercise of such Options or upon conversion
or exchange of such Convertible Securities (determined by dividing (i) the total
amount, if any, received or receivable by the Company as consideration for the






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<PAGE>   7

granting of such Options, plus the minimum aggregate amount of additional
consideration payable to the Company upon the exercise of all such Options,
plus, in the case of any such Options which relate to Convertible Securities,
the minimum aggregate amount of additional consideration, if any, payable upon
the issue or sale of such Convertible Securities and upon the conversion or
exchange thereof, by (ii) the total number of shares of capital stock issuable
upon the exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options) shall be less
than the Purchase Price in effect immediately prior to the time of the granting
of such Options, then the total number of shares of capital stock issuable upon
the exercise of such Options or upon conversion or exchange of the total amount
of such Convertible Securities issuable upon the exercise of such Options shall
(as of the date of granting such Options) be deemed to be outstanding and to
have been issued for such price per share. Except as otherwise provided in
subsection 5.5, no further adjustment of the Purchase Price shall be made upon
the actual issue of such capital stock or of such Convertible Securities upon
exercise of such Options or upon the actual issue of such capital stock upon
conversion or exchange of such Convertible Securities.

               5.4 Convertible Security Grants. Except as precluded in
subsection 5.2(b), in the event that the Company shall in any manner issue
(directly, by assumption in a merger or otherwise) or sell any Convertible
Securities (other than pursuant to the exercise of Options to purchase such
Convertible Securities covered by subsection 5.3), whether or not the rights to
exchange or convert thereunder are immediately exercisable, and the price per
share for which capital stock is issuable upon such conversion or exchange
(determined by dividing (i) the total amount received or receivable by the
Company as consideration for the issue or sale of such Convertible Securities,
plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the conversion or exchange thereof, by (ii) the total
maximum number of shares of capital stock issuable upon the conversion or
exchange of all such Convertible Securities) shall be less than the Purchase
Price in effect immediately prior to the time of such issue or sale, then the
total maximum number of shares of capital stock issuable upon conversion or
exchange of all such Convertible Securities shall (as of the date of the issue
or sale of such Convertible Securities) be deemed to be outstanding and to have
been issued for such price per share, provided that, except as otherwise
provided in subsection 5.5, no further adjustment of the Purchase Price shall be
made upon the actual issue of such capital stock upon conversion or exchange of
such Convertible Securities.

               5.5 Effect of Alteration to Option or Convertible Security Terms.
In connection with any change in, or the expiration or termination of, the
purchase rights under any Option or the conversion or exchange rights under any
Convertible Securities, the following provisions shall apply:

                  (a) If the purchase price provided for in any Option referred
         to in subsection 5.3, the additional consideration, if any, payable
         upon the conversion or exchange of any Convertible Securities referred
         to in subsection 5.3 or 5.4, or the rate at which any Convertible
         Securities referred to in subsection 5.3 or 5.4 are convertible into or
         exchangeable for capital stock shall change at any time (including, but
         not limited to, changes under or by reason of provisions designed to
         protect against dilution), then the Purchase Price in effect at the
         time of such change shall forthwith be increased or decreased to the
         Purchase Price which would be in effect immediately after such change
         had such Options or Convertible Securities still outstanding provided
         for such changed purchase price, additional consideration or conversion
         rate, as the case may be, at the time initially granted, issued or
         sold.

                  (b) On the partial or complete expiration of any Options or
         termination of any right to convert or exchange Convertible Securities,
         the Purchase Price then in effect hereunder shall forthwith be
         increased or decreased to the Purchase Price which would be in effect
         at the time of





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<PAGE>   8

         such expiration or termination had such Options or Convertible
         Securities, to the extent outstanding immediately prior to such
         expiration or termination, never been issued.

               5.6 Dividends of Capital Stock, Options or Convertible
Securities. In the event that the Company shall declare a dividend or make any
other distribution upon any stock of the Company payable in capital stock,
Options or Convertible Securities, then any capital stock, Options or
Convertible Securities, as the case may be, issuable in payment of such dividend
or distribution shall be deemed to have been issued or sold without
consideration unless such dividend or distribution is subject to Section 3
hereof.

               5.7 Dilution in Case of Other Securities. In case any Other
Securities shall be issued or sold by the Company, or shall become subject to
issue upon the conversion or exchange of any stock (or Other Securities) of the
Company (or any other issuer of Other Securities or any other person referred to
in Section 4) or to subscription, purchase or other acquisition pursuant to any
rights or options granted by the Company (or such other issuer or person), for a
consideration per share such as to dilute the purchase rights evidenced by this
Warrant, the computations, adjustments and readjustments provided for in this
Section 5 with respect to the Purchase Price and the number of shares of Common
Stock issuable upon exercise of this Warrant shall be made as nearly as possible
in the manner so provided and applied to determine the amount of Other
Securities from time to time receivable on the exercise of this Warrant, so as
to protect the holders of this Warrant against the effect of such dilution.

               5.8 Stock Splits and Reverse Splits. In the event that the
Company shall at any time subdivide its outstanding shares of Common Stock into
a greater number of shares, the Purchase Price in effect immediately prior to
such subdivision shall be proportionately reduced and the number of Warrant
Shares purchasable pursuant to this Warrant immediately prior to such
subdivision shall be proportionately increased, and conversely, in the event
that the outstanding shares of Common Stock shall at any time be combined into a
smaller number of shares, the Purchase Price in effect immediately prior to such
combination shall be proportionately increased and the number of Warrant Shares
purchasable upon the exercise of this Warrant immediately prior to such
combination shall be proportionately reduced. Except as provided in this
subsection 5.8, no adjustment in the Purchase Price and no change in the number
of Warrant Shares purchasable shall be made under this Section 5 as a result of
or by reason of any such subdivision or combination.

               5.9 Determination of Consideration Received. For purposes of this
Section 5, the amount of consideration received by the Company in connection
with the issuance or sale of capital stock, Options or Convertible Securities
shall be determined in accordance with the following:

                  (c) In the event that shares of capital stock, Options or
         Convertible Securities shall be issued or sold for cash, the
         consideration received therefor shall be deemed to be the amount
         payable to the Company therefor, without deduction of any expenses
         incurred or any underwriting commissions or concessions paid or allowed
         by the Company in connection therewith.

                  (d) In the event that any shares of capital stock, Options or
         Convertible Securities shall be issued or sold for a consideration
         other than cash, the amount of the consideration other than cash
         payable to the Company shall be deemed to be the fair value of such
         consideration as reasonably determined by the Board of Directors of the
         Company, without deduction of any expenses incurred or any underwriting
         commissions or concessions paid or allowed by the Company in connection
         therewith.

                  In the event that any shares of capital stock, Options or
         Convertible Securities shall be issued in connection with any merger in
         which the Company is the surviving corporation,




                                       8
<PAGE>   9

         the amount of consideration therefor shall be deemed to be the fair
         value as reasonably determined by the Board of Directors of the Company
         of such portion of the assets and business of the non-surviving
         corporation as such Board shall determine to be attributable to such
         capital stock, Options or Convertible Securities, as the case may be.

                  In the event that any capital stock, Options and/or
         Convertible Securities shall be issued in connection with the issue and
         sale of other securities or property of the Company, together
         comprising one integral transaction in which no specific consideration
         is allocated to such capital stock, Options or Convertible Securities
         by the parties thereto, such capital stock, Options and/or Convertible
         Securities shall be deemed to have been issued for such consideration
         as determined in good faith by the Board of Directors of the Company.

               5.10 Record Date as Date of Issue or Sale. In the event that at
any time the Company shall take a record of the holders of its Common Stock for
the purpose of entitling them (i) to receive a dividend or other distribution
payable in capital stock, Options or Convertible Securities, or (ii) to
subscribe for or purchase capital stock, Options or Convertible Securities, then
such record date shall be deemed to be the date of the issue or sale of the
shares of capital stock, Options or Convertible Securities deemed to have been
issued or sold upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be; provided, nothing contained herein will be deemed
to require the Company to issue or deliver such capital stock, Options or
Convertible Securities until the capital stock, Options or Convertible
Securities which are the subject of any such dividend, distribution or
subscription right are issued or delivered to the holders of Common Stock.

               5.11 Treasury Stock. The number of shares of capital stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any such shares (other than
their cancellation without reissuance) shall be considered an issue or sale of
capital stock for the purposes of this Section 5.

               5.12 Certain Issues of Capital Stock Excepted. Anything herein to
the contrary notwithstanding, the Company shall not be required to make any
adjustment to the Purchase Price in the case of the issuance from time to time
after the date hereof of shares of capital stock reserved by the Company for the
grant and exercise of (a) options to purchase capital stock or (b) rights under
the Company's current employee stock purchase plan, in each case, granted to
directors, officers, employees, or consultants of the Company pursuant to
arrangements, plans or contracts approved by the Board of Directors of the
Company.

               6. No Dilution or Impairment. The Company will not, by amendment
of its Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such action as may
be necessary or appropriate in order to protect the rights of the holders of
this Warrant against dilution or other impairment. Without limiting the
generality of the foregoing, the Company (a) will not increase the par value or
stated value of any shares of stock receivable on the exercise of this Warrant
above the amount payable therefor on such exercise, (b) will take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of stock on the exercise
of this Warrant, and (c) will not transfer all or substantially all of its
properties and assets to any other person (corporate or otherwise), or
consolidate with or merge into any other person or permit any such person to
consolidate with or merge into





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the Company (if the Company is not the surviving person), unless such other
person shall expressly assume in writing and become bound by all the terms of
this Warrant.

               7. Certificate as to Adjustments. In each case of any adjustment
or readjustment in the shares of Common Stock (or Other Securities) issuable on
the exercise of this Warrant, the Company at its expense will promptly cause its
chief financial officer to compute such adjustment or readjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of
capital stock (or, to the extent not constituting Common Stock, Other
Securities) issued or sold or deemed to have been issued or sold, (b) the number
of shares of each class or series of capital stock outstanding or deemed to be
outstanding, and (c) the Purchase Price and the number of shares of Common Stock
(and, to the extent not constituting Common Stock, Other Securities) to be
received upon exercise of this Warrant, in effect immediately prior to such
issue or sale and as adjusted and readjusted as provided in this Warrant. The
Company will forthwith mail a copy of each such certificate to the holder of
this Warrant, and will, on the written request at any time of the holder of this
Warrant, furnish to such holder a like certificate setting forth the Purchase
Price at the time in effect and showing how it was calculated.

               8. Registration Rights. The holder(s) of this Warrant and any
other Warrants issued pursuant to the terms hereof from time to time shall be
entitled (i) with respect to i2, to the registration rights in respect thereof
as provided in the Registration Rights Agreement between the Company and i2,
dated October 12, 1999, as amended on March 22, 2000, in accordance with the
terms thereof, (ii) with respect to HP, to the registration rights in respect
thereof as provided in the Shareholder Agreement between the Company and HP,
dated February 4, 1999, as amended on March 22, 2000, in accordance with the
terms thereof, and (iii) with respect to Millennium, to the registration rights
in respect thereof as provided in the Registration Rights Agreement between the
Company and Millennium, dated March 22, 2000, in accordance with the terms
thereof. Any holder not a party to either of the two agreements described in
this Section 8 shall not be entitled to registration rights.

               9. Notices of Record Date, etc. In the event of:


                  (a) any taking by the Company of a record of the holders of
         any class of securities for the purpose of determining the holders
         thereof who are entitled to receive any dividend or other distribution,
         or any right to subscribe for, purchase or otherwise acquire any shares
         of stock of any class or any other securities or property, or to
         receive any other right, or

                  (b) any capital reorganization of the Company, any
         reclassification or recapitalization of the capital stock of the
         Company or any transfer of all or substantially all the assets of the
         Company to or consolidation or merger of the Company with or into any
         other person, or

                  (c) any voluntary or involuntary dissolution, liquidation or
         winding-up of the Company,

then and in each such event the Company will mail or cause to be mailed to each
holder of a Warrant a notice specifying (i) the date on which any such record is
to be taken for the purpose of such dividend, distribution or right, and stating
the amount and character of such dividend, distribution or right, (ii) the date
on which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock (or, to the extent not constituting Common Stock, Other Securities) shall
be entitled to exchange their shares of Common Stock (or, to the extent not
constituting Common






                                       10
<PAGE>   11

Stock, Other Securities) for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up, and (iii) the amount and
character of any stock or other securities, or rights or options with respect
thereto, proposed to be issued or granted, the date of such proposed issue or
grant and the persons or class of persons to whom such proposed issue or grant
is to be offered or made. Such notice shall be mailed at least ten Business Days
prior to the date specified in such notice on which any such action is to be
taken.

               10. Reservation of Stock, etc. Issuable on Exercise of Warrants.
The Company will at all times reserve and keep available, solely for issuance
and delivery on the exercise of this Warrant, all shares of Common Stock (or, to
the extent not constituting Common Stock, Other Securities) from time to time
issuable upon the exercise of this Warrant.

               11. Exchange of Warrants. On surrender for exchange of this
Warrant, properly endorsed, to the Company, the Company at its expense will
issue and deliver to or on the order of the holder thereof a new Warrant or
Warrants of like tenor, in the name of such holder or as such holder (on payment
by such holder of any applicable transfer taxes) may direct, filling in the
aggregate on the face or faces thereof the number of shares of Common Stock
called for on the face or faces of the Warrant so surrendered; provided,
however, that in no event will the Company be obligated to recognize or permit
any transfer of this Warrant that would result in the assignor or any assignee
receiving a Warrant exercisable with respect to 25,000 or fewer shares of Common
Stock.

               12. Replacement of Warrants. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction of any Warrant,
on delivery of an indemnity agreement or security reasonably satisfactory in
form and amount to the Company or, in the case of any such mutilation, on
surrender and cancellation of such Warrant, the Company at its expense will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

               13. Remedies. [Deleted.]

               14. Negotiability, etc. This Warrant is issued upon the following
terms, to all of which each holder or owner hereof by the taking hereof consents
and agrees, subject to the limitation on transfer set forth in Section 11:

                  (a) title to this Warrant may be transferred by endorsement
         (by the holder hereof executing the form of assignment at the end
         hereof) and delivery in the same manner as in the case of a negotiable
         instrument transferable by endorsement and delivery; and

                  (b) any person in possession of this Warrant properly endorsed
         for transfer to such person (including endorsed in blank) is authorized
         to represent himself as absolute owner hereof and is empowered to
         transfer absolute title hereto by endorsement and delivery hereof to a
         bona fide purchaser hereof for value; each prior taker or owner waives
         and renounces all of his equities or rights in this Warrant in favor of
         each such bona fide purchaser, and each such bona fide purchaser shall
         acquire absolute title hereto and to all rights represented hereby.
         Nothing in this paragraph (b) shall create any liability on the part of
         the Company beyond any liability or responsibility it has under law.

               15. Notices, etc. All notices and other communications from the
Company to the holder of this Warrant shall be mailed by first class registered
or certified mail, postage prepaid at such address as may have been furnished to
the Company in writing by such holder or, until any such holder






                                       11
<PAGE>   12

furnishes to the Company an address, then to, and at the address of, the last
holder of this Warrant who has so furnished an address to the Company.

               16. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. This Warrant shall be construed and enforced in
accordance with and governed by the internal substantive laws of the State of
Texas, without regard to the conflicts of law principles thereof and, to the
maximum extent practicable, will be deemed to call for performance in Dallas
County, Texas. The headings in this Warrant are for purposes of reference only,
and shall not limit or otherwise affect any of the terms hereof. The invalidity
or unenforceability of any provision hereof shall in no way affect the validity
or enforceability of any other provision.

               17. Expiration. The right to exercise this Warrant shall expire
at 5:00 p.m. (Dallas, Texas time), March 24, 2003.

               18. Warrant Holders Not Deemed Shareholders. No holder of this
Warrant shall, as such, be entitled to vote or to receive dividends or be deemed
the holder of Common Stock or, to the extent not constituting Common Stock,
Other Securities that may at any time be issuable upon exercise of this Warrant
for any purpose whatsoever, nor shall anything contained herein be construed to
confer upon the holder of this Warrant, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or for the
election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issue or reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger or conveyance or
otherwise), or to receive notice of meetings, or to receive dividends or
subscription rights, until such holder shall have exercised this Warrant and
been issued Common Stock or, to the extent not constituting Common Stock, Other
Securities in accordance with the provisions hereof.




                                       12
<PAGE>   13







         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.

                                             THE VIALINK COMPANY


                                             By: /s/ J. Andrew Kerner
                                                -------------------------------
                                                Name: J. Andrew Kerner
                                                Title: Chief Financial Officer




                           [SIGNATURE PAGE TO WARRANT]


<PAGE>   14





                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)


THE VIALINK COMPANY


         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder, _____________
shares (the "Shares") of Common Stock of The viaLink Company and herewith makes
payment of $________ therefor, and requests that the certificate for such Shares
be issued in the name of, and delivered to ______________________________,
federal taxpayer identification number ______________________, whose address is
_____________________________________________________________.

         In connection with the exercise of this Warrant, the undersigned
represents and warrants as follows:

                  (a) The undersigned is purchasing the Shares for the account
         of the undersigned and not as a nominee or agent, and the undersigned
         has no present intention of granting any participation in the same, and
         does not have any contract, undertaking, agreement or arrangement with
         any person to grant participation to such person or to any third
         person, with respect to any of such Shares;.

                  (b) The undersigned has received or has had full access to all
         the information it considers necessary or appropriate to make an
         informed investment decision with respect to the Shares. The
         undersigned has had an opportunity to ask questions of and receive
         answers from the Company and to obtain additional information (to the
         extent the Company possessed such information or could acquire it
         without unreasonable effort or expense) necessary to verify any
         information furnished to undersigned or to which the Company has
         access.

                  (c) The undersigned understands that the Shares are
         characterized as "restricted securities" under the federal securities
         laws inasmuch as they are being acquired from the Company in a
         transaction not involving a public offering and that under such laws
         and applicable regulations such securities may be resold without
         registration under the Securities Act of 1933, as amended (the
         "Securities Act") only in certain limited circumstances. In this
         connection, the undersigned represents that it is familiar with
         Securities and Exchange Commission ("SEC") Rule 144, as presently in
         effect, and understands the resale limitations imposed thereby and by
         the Securities Act.

                  (d) The undersigned is an "accredited investor" within the
         meaning of SEC Rule 501 of Regulation D, as presently in effect.

                  (e) The undersigned agrees not to offer, sell, exchange,
         transfer, pledge or otherwise dispose of any of the Shares unless at
         that time either:

                           (1) such transaction is permitted pursuant to the
                  provisions of Rule 144 under the Securities Act or another
                  exemption from registration under the Securities Act and all
                  applicable state securities laws;

                           (2) a registration statement under the Securities Act
                  and all applicable state securities laws covering such
                  securities proposed to be sold, transferred or otherwise
                  disposed of, describing the manner and terms of the proposed






<PAGE>   15

                  sale, transfer or other disposition, and containing a current
                  prospectus, is filed with the SEC and all applicable state
                  securities law agencies and made effective under the
                  Securities Act and all applicable state securities laws; or

                           (3) an authorized representative of the SEC and all
                  applicable state securities agencies shall have rendered
                  written advice to undersigned (with a copy thereof and of all
                  other related communications delivered to the Company) to the
                  effect that the SEC and/or such state securities agencies will
                  take no action, or that the staff of the SEC and/or such state
                  securities agencies will recommend that the SEC and such state
                  securities agencies, as applicable, take no action, with
                  respect to the proposed offer, sale, exchange, transfer,
                  pledge or other disposition if consummated.

                  (f) All certificates representing the Shares and any
         certificates subsequently issued with respect thereto or in
         substitution therefor shall bear a legend that such securities may only
         be sold or disposed of in accordance with (i) the provisions of the
         Securities Act, the rules and regulations thereunder and any applicable
         state securities laws, (ii) pursuant to an effective registration
         statement or (iii) pursuant to an exemption from the
         registration/qualification requirements of the Securities Act and any
         applicable state securities laws. The Company, at its reasonable
         discretion, may cause stop transfer orders to be placed with its
         transfer agent with respect to the certificates for the Shares but not
         as to the certificates for any part of such Shares as to which said
         legend is no longer required.


Dated:
      ---------------------           -----------------------------------------
                                      (Signature must conform to name of holder
                                      as specified on the face of the Warrant)



                                      -----------------------------------------
                                      (Address)

Signed in the presence of:


---------------------





                           ---------------------------










                                       2
<PAGE>   16



                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

         For value received, the undersigned hereby sells, assigns, and
transfers unto _____________ _________________________, federal taxpayer
identification number ___________, whose address is
___________________________________________________, the right represented by
the within Warrant to purchase ___________ shares of Common Stock of The viaLink
Company to which the within Warrant relates, and appoints
___________________________ Attorney to transfer such right on the books of The
viaLink Company with full power of substitution in the premises.


Dated:
      ---------------------           -----------------------------------------
                                      (Signature must conform to name of holder
                                      as specified on the face of the Warrant)

                                      -----------------------------------------
                                      (Address)

Signed in the presence of:


-----------------------



<PAGE>   17



                            NET ISSUE ELECTION NOTICE


TO:   THE VIALINK COMPANY                         Date:
                                                       ------------------------


         The undersigned hereby elects under Section 1.5 of the Warrant to
surrender the right to purchase _______ shares of Common Stock pursuant to this
Warrant. The certificate(s) for the shares issuable upon such net issue election
shall be issued in the name of:




                    ------------------------------------

                    ------------------------------------

          (Please Print Name, Address and Taxpayer Identification No.)

                    ------------------------------------


Name of holder of this Warrant or Assignee:
                                           ------------------------------------
                                                        (Please Print)

Address:


         ---------------------------------

Signature:


Note: The above signature must correspond with the name as written upon the face
of this Warrant Certificate in every particular without alteration or
enlargement or any change whatever unless this Warrant has been assigned.