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                                                                     Exhibit 4.1

                      Form of Common Stock Purchase Warrant

                                     WARRANT

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA
OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AS DEFINED IN REGULATION S
("REGULATION S") AS PROMULGATED UNDER THE SECURITIES ACT (OTHER THAN
DISTRIBUTORS AS DEFINED IN REGULATION S) DURING THE RESTRICTED PERIOD (AS
DEFINED IN REGULATION S) UNLESS (1) THE SECURITIES ARE REGISTERED PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR
(2) THE SECURITIES ARE OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT.

                             VISUAL DATA CORPORATION

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: 2001-1
         Number of Shares: 146,128
Date of Original Issuance: May 21, 2001


VISUAL DATA CORPORATION, a Florida corporation (the "COMPANY"), hereby certifies
that, for Ten United States Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
PROTIUS OVERSEAS LIMITED, the registered holder hereof or its permitted assigns,
is entitled, subject to the terms set forth below, to purchase from the Company
upon surrender of this Warrant, at any time or times on or after the date
hereof, but not after 11:59 P.M. Central Time on the Expiration Date (as defined
herein) ONE HUNDRED FORTY-SIX THOUSAND ONE HUNDRED TWENTY-EIGHT (146,128) fully
paid nonassessable shares of Common Stock (as defined herein) of the Company
(the "WARRANT SHARES") at the purchase price per share provided in Section 1(b)
below.



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         Section 1.

                  (a) SECURITIES PURCHASE AGREEMENT. This Warrant is one of the
Warrants issued pursuant to the terms of that certain Securities Purchase
Agreement dated as of May 21, 2001, among the Company and the Buyer referred to
therein (the "SECURITIES PURCHASE AGREEMENT").

                  (b) DEFINITIONS. The following words and terms as used in this
Warrant shall have the following meanings:

                           (i) "APPROVED STOCK PLAN" shall mean any employee
benefit plan which has been approved by the Board of Directors of the Company
and meets the qualifications and requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended, pursuant to which the Company's securities may
be issued to any employee, officer, director, consultant or other service
provider for services provided to the Company.

                           (ii) "COMMON STOCK" means (i) the Company's common
stock, par value $.0001 per share, and (ii) any capital stock into which such
Common Stock shall have been changed or any capital stock resulting from a
reclassification of such Common Stock.

                           (iii) "COMMON STOCK DEEMED OUTSTANDING" means, at any
given time, the number of shares of Common Stock actually outstanding at such
time, plus the number of shares of Common Stock deemed to be outstanding
pursuant to Sections 8(b)(i) and 8(b)(ii) hereof regardless of whether the
Options (as defined below) or Convertible Securities (as defined below) are
actually exercisable or convertible at such time, but excluding any shares of
Common Stock owned or held by or for the account of the Company or issuable upon
exercise of the Warrants.

                           (iv) "CONVERTIBLE SECURITIES" means any stock or
securities (other than Options) directly or indirectly convertible into or
exchangeable for Common Stock.

                           (v) "EXPIRATION DATE" means the date three (3) years
from the date of this Warrant or, if such date falls on a Saturday, Sunday or
other day on which banks are required or authorized to be closed in the City of
Chicago or the State of Florida or on which trading does not take place on the
principal exchange or automated quotation system on which the Common Stock is
traded (a "HOLIDAY"), the next date that is not a Holiday.

                           (vi) "OPTIONS" means any rights, warrants or options
to subscribe for or purchase Common Stock or Convertible Securities.








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                           (vii) "OTHER SECURITIES" means (i) those warrants of
the Company issued prior to, and outstanding on, the date of issuance of this
Warrant and (ii) the shares of Common Stock issued to the holder hereof pursuant
to the Securities Purchase Agreement.

                           (viii) "PERSON" means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or agency
thereof.

                           (ix) "PRINCIPAL MARKET" has the meaning set forth in
the Securities Purchase Agreement.

                           (x) "SECURITIES ACT" means the Securities Act of
1933, as amended.

                           (xi) "WARRANT" means this Warrant and all Warrants
issued in exchange, transfer or replacement of any thereof.

                           (xii) "WARRANT EXERCISE PRICE" shall be $2.76 per
common share (being the closing bid price for the Company's Common Stock on the
date hereof), subject to adjustment as hereinafter provided.

         Section 2. EXERCISE OF WARRANT.

                  (a) Subject to the terms and conditions hereof, including
without limitation Section 2(e) below, this Warrant may be exercised by the
holder hereof then registered on the books of the Company, in whole or in part,
at any time on any business day on or after the opening of business on the date
hereof and prior to 11:59 P.M. Central Time on the Expiration Date by (i)
delivery of a written notice, in the form of the subscription notice attached as
EXHIBIT A hereto (the "EXERCISE NOTICE"), of such holder's election to exercise
this Warrant, which notice shall specify the number of Warrant Shares to be
purchased, (ii) (A) payment to the Company of an amount equal to the Warrant
Exercise Price multiplied by the number of Warrant Shares as to which this
Warrant is being exercised (plus any applicable issue or transfer taxes) (the
"AGGREGATE EXERCISE PRICE") in cash or by check or wire transfer or (B) by
notifying the Company that it should subtract from the number of Warrant Shares
issuable to the holder upon such exercise an amount of Warrant Shares having a
last reported sale price (as reported by Bloomberg) on the date immediately
preceding the date of the subscription notice equal to the Aggregate Exercise
Price of the Warrant Shares for which this Warrant is being exercised (a
"CASHLESS EXERCISE"), and (iii) the surrender to a common carrier for delivery
to the Company as soon as practicable following such





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date, this Warrant (or an indemnification undertaking with respect to this
Warrant in the case of its loss, theft or destruction); provided, that if such
Warrant Shares are to be issued in any name other than that of the registered
holder of this Warrant, such issuance shall be deemed a transfer and the
provisions of Section 7 shall be applicable. In the event of any exercise of the
rights represented by this Warrant in compliance with this Section 2(a), a
certificate or certificates for the Warrant Shares so purchased, in such
denominations as may be requested by the holder hereof and registered in the
name of, or as directed by, the holder, shall be delivered at the Company's
expense to, or as directed by, such holder as soon as practicable, and in no
event later than three (3) business days, after the Company's receipt of the
Exercise Notice, the Aggregate Exercise Price and this Warrant (or an
indemnification undertaking with respect to this Warrant in the case of its
loss, theft or destruction). Upon delivery of the Exercise Notice and Aggregate
Exercise Price referred to in clause (ii)(A) above or notification to the
Company of a Cashless Exercise referred to in clause (ii)(B) above, the holder
of this Warrant shall be deemed for all corporate purposes to have become the
holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date of delivery of this Warrant as required
by clause (iii) above or the certificates evidencing such Warrant Shares. In the
case of a dispute as to the determination of the Warrant Exercise Price, the
Company shall promptly issue to the holder the number of shares of Common Stock
that is not disputed and shall submit the disputed determinations or arithmetic
calculations to the holder via facsimile within three (3) Business Days of
receipt of the holder's subscription notice. If the holder and the Company are
unable to agree upon the determination of the Warrant Exercise Price or
arithmetic calculation of the Warrant Shares within three (3) Business Days of
such disputed determination or arithmetic calculation being submitted to the
holder, then the Company shall immediately submit via facsimile (i) the disputed
determination of the Warrant Exercise Price to an independent, reputable
investment banking firm or (ii) the disputed arithmetic calculation of the
Warrant Shares to its independent, outside accountant. The Company shall cause
the investment banking firm or the accountant, as the case may be, to perform
the determinations or calculations and notify the Company and the holder of the
results no later than forty-eight (48) hours from the time it receives the
disputed determinations or calculations. Such investment banking firm's or
accountant's determination or calculation, as the case may be, shall be deemed
conclusive absent manifest error and the Company and holder hereof shall be
equally liable for the costs and expenses related to such determination or
calculation.

                  (b) Unless the rights represented by this Warrant shall have
expired or shall have been fully exercised, the Company shall, as soon as
practicable and in no event later than five (5) business days after any exercise
and at its own expense, issue a new Warrant identical in all respects to this
Warrant exercised except it shall represent rights to purchase the number of
Warrant Shares purchasable immediately





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prior to such exercise under this Warrant exercised, less the number of Warrant
Shares with respect to which such Warrant is exercised.

                  (c) No fractional shares of Common Stock are to be issued upon
the exercise of this Warrant, but rather the number of shares of Common Stock
issued upon exercise of this Warrant shall be rounded up or down to the nearest
whole number.

                  (d) [Omitted].

                  (e) The Company shall not affect any exercise of any Warrant
and no holder of any Warrant shall have the right to exercise any Warrant
pursuant to Section 2 to the extent that after giving effect to such exercise
such Person (together with such Person's affiliates) (A) would beneficially own
in excess of 4.9% of the outstanding shares of the Common Stock following such
exercise and (B) would have acquired, through exercise of any Warrant or
otherwise, in excess of 4.9% of the outstanding shares of the Common Stock
following such exercise during the 60-day period ending on and including such
exercise date. For purposes of the foregoing sentence, the number of shares of
Common Stock beneficially owned by a Person and its affiliates or acquired by a
Person and its affiliates, as the case may be, shall include the number of
shares of Common Stock issuable upon exercise of the Warrants with respect to
which the determination of such sentence is being made, but shall exclude the
number of shares of Common Stock which would be issuable upon (i) exercise of
the remaining, nonexercisable Warrants beneficially owned by such Person and its
affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by such Person and its affiliates. Except as set forth in the preceding
sentence, for purposes of this Section 2(e), beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended. A holder of this Warrant may waive the restrictions of this
paragraph only upon not less than 61 days prior written notice to the Company
(with such waiver taking effect only upon the expiration of such 61 day notice
period). Notwithstanding anything to the contrary contained herein, each
Exercise Notice shall constitute a representation by the holder submitting such
Exercise Notice that, after giving effect to such Exercise Notice, (A) the
holder will not beneficially own (as determined in accordance with this Section
2(e)) and (B) during the 60-day period ending on and including such exercise
date, the holder will not have acquired, through exercise of any Warrant or
otherwise, a number of shares of Common Stock in excess of 4.9% of the
outstanding shares of Common Stock as reflected in the Company's most recent
Form 10-Q or Form 10-K, as the case may be, or more recent public press release
or other public notice by the Company setting forth the number of shares of





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Common Stock outstanding, but after giving effect to exercise of any Warrant by
such holder since the date as of which such number of outstanding shares of
Common Stock was reported.

                  (f) The Company shall not be obligated to issue any Warrant
Shares upon exercise of this Warrant if the issuance of such shares of Common
Stock would cause the Company to exceed that number of shares of Common Stock
which the Company may issue upon exercise of this Warrant (the "EXCHANGE CAP")
without breaching the Company's obligations under the rules or regulations of
Principal Market, except that such limitation shall not apply in the event that
the Company (a) obtains the approval of its stockholders as required by the
Principal Market (or any successor rule or regulation) for issuances of Common
Stock in excess of such amount or (b) obtains a written opinion from outside
counsel to the Company that such approval is not required, which opinion shall
be reasonably satisfactory to the holders of Warrants representing a majority of
the Warrant Shares then issuable upon exercise of outstanding Warrants. Until
such approval or written opinion is obtained, the holder of this Warrant shall
not be issued, upon exercise of this Warrant, Warrant Shares in an amount
greater than the product of (i) the Exchange Cap amount multiplied by (ii) a
fraction, the numerator of which is the number of shares of Common Stock issued
to such holder (or predecessor in interest) pursuant to the Securities Purchase
Agreement and the denominator of which is the aggregate amount of shares of
Common Stock issued to the Buyer (as defined in the Securities Purchase
Agreement) pursuant to the Securities Purchase Agreement. In the event the
Company is prohibited from issuing Warrant Shares as a result of the operation
of this Section 2(f), at the sole discretion of the holder hereof, the Company
shall redeem for cash those Warrant Shares which cannot be issued, at a price
equal to the difference between the closing ask price and the Warrant Exercise
Price of such Warrant Shares as of the date of the attempted exercise.

         Section 3. COVENANTS AS TO COMMON STOCK. The Company hereby covenants
and agrees as follows:

                  (a) This Warrant is, and any Warrant issued in substitution
for or replacement of this Warrant will upon issuance be, duly authorized and
validly issued.

                  (b) All Warrant Shares which may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance, be validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof.

                  (c) During the period within which the rights represented by
this Warrant may be exercised, the Company will at all times have authorized and
reserved




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at least 100% of the number of shares of Common Stock needed to provide for the
exercise of the rights then represented by this Warrant and the par value of
said shares will at all times be less than or equal to the applicable Warrant
Exercise Price.

                  (d) The Company shall promptly secure the listing of the
shares of Common Stock issuable upon exercise of this Warrant upon each national
securities exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed (subject to official notice of issuance upon
exercise of this Warrant) and shall maintain, so long as any other shares of
Common Stock shall be so listed, such listing of all shares of Common Stock from
time to time issuable upon the exercise of this Warrant; and the Company shall
so list on each national securities exchange or automated quotation system, as
the case may be, and shall maintain such listing of, any other shares of capital
stock of the Company issuable upon the exercise of this Warrant if and so long
as any shares of the same class shall be listed on such national securities
exchange or automated quotation system.

                  (e) 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 to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other impairment, consistent with the tenor and purpose of
this Warrant will take all such actions as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

                  (f) This Warrant will be binding upon any entity succeeding to
the Company by merger, consolidation or acquisition of all or substantially all
of the Company's assets.

         Section 4. TAXES. The Company shall pay any and all taxes which may be
payable with respect to the issuance and delivery of Warrant Shares upon
exercise of this Warrant if the Warrant Shares are being delivered to the holder
and exclusive of any income, withholding or similar tax.

         Section 5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise
specifically provided herein, no holder, as such, of this Warrant shall be
entitled to vote or receive dividends or be deemed the holder of shares of the
Company for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the



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holder hereof, as such, any of the rights of a stockholder of the Company or any
right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the holder of
this Warrant of the Warrant Shares which he or she is then entitled to receive
upon the due exercise of this Warrant. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on such holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 5, the Company will
provide the holder of this Warrant with copies of the same notices and other
information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.

         Section 6. REPRESENTATIONS OF HOLDER.

                  (a) Upon exercise, the holder hereof shall be acquiring the
common shares received upon exercise of this Warrant for its own account and not
on behalf of any "U.S. person" (as that term is defined in Regulation S (a "U.S.
PERSON") promulgated under the Securities Act ("REGULATION S")), and the Buyer
shall not have entered into any pre-arranged sale or distribution of the common
shares with a purchaser in the United States of America;

                  (b) Upon exercise, the Buyer acknowledges that all offers and
sales of the common shares received upon exercise of this Warrant prior to the
expiration of a period commencing on the Closing Date (as defined in the
Securities Purchase Agreement) and ending one (1) year thereafter (the
"RESTRICTED PERIOD") shall only be made in compliance with Regulation S as
promulgated under the Securities Act, pursuant to an effective registration
statement in accordance with the Securities Act covering the common shares
received upon exercise of this Warrant for resale or pursuant to an exemption
from registration under the Securities Act;

                  (c) Upon exercise, the Buyer acknowledges that, in the view of
the United States Securities and Exchange Commission, the statutory exemption
claimed for this transaction would not be present if the offering of the common
shares received upon exercise of this Warrant, although in technical compliance
with Regulation S, is part of a plan or scheme to evade the registration
provisions of the Securities Act; and

                  (d) Upon exercise, the holder hereof is not acting as an
underwriter of, or dealer in, the common shares received upon exercise of this
Warrant;





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the holder hereof is not participating, pursuant to a contractual agreement, in
the distribution of the common shares received upon exercise of this Warrant.

         Section 7. OWNERSHIP AND TRANSFER.

                  (a) The Company shall maintain at its principal executive
offices (or such other office or agency of the Company as it may designate by
notice to the holder hereof), a register for this Warrant, in which the Company
shall record the name and address of the person in whose name this Warrant has
been issued, as well as the name and address of each transferee. The Company may
treat the person in whose name any Warrant is registered on the register as the
owner and holder thereof for all purposes, notwithstanding any notice to the
contrary, but in all events recognizing any transfers made in accordance with
the terms of this Warrant.

                  (b) This Warrant and the rights granted to the holder hereof
are transferable, in whole or in part, upon surrender of this Warrant, together
with a properly executed warrant power in the form of EXHIBIT B attached hereto;
provided, however, that any transfer or assignment shall be subject to the
conditions set forth in Section 7(c) below.

                  (c) The holder hereof understands that all offers and sales of
the common shares received upon exercise of this Warrant prior to the expiration
of the Restricted Period shall only be made in compliance with Regulation S,
pursuant to an effective registration statement in accordance with the
Securities Act covering the common shares received upon exercise of this Warrant
for resale or pursuant to an exemption from registration under the Securities
Act, and all offers and sales of the common shares received upon exercise of
this Warrant after the Restricted Period shall be made only pursuant to such an
effective registration statement or pursuant to such exemption from
registration.

                  (d) The Company is obligated to register the Warrant Shares
for resale under the Securities Act pursuant to the Registration Rights
Agreement dated May 21, 2001 by and between the Company and the Buyer listed on
the signature page thereto (the "REGISTRATION RIGHTS AGREEMENT") and the initial
holder of this Warrant (and certain assignees thereof) is entitled to the
registration rights in respect of the Warrant Shares as set forth in the
Registration Rights Agreement.



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         Section 8. ADJUSTMENT OF WARRANT EXERCISE PRICE AND NUMBER OF SHARES.
The Warrant Exercise Price and the number of shares of Common Stock issuable
upon exercise of this Warrant shall be adjusted from time to time as follows:

                  (a) ADJUSTMENT OF WARRANT EXERCISE PRICE AND NUMBER OF SHARES
UPON ISSUANCE OF COMMON STOCK. If and whenever on or after the date of issuance
of this Warrant through and until the effectiveness of the Registration
Statement (as defined in the Registration Rights Agreement) covering for resale
all the Company common shares underlying this Warrant, the Company issues or
sells, or in accordance with Section 8(b) is deemed to have issued or sold, any
shares of Common Stock (including the issuance or sale of shares of Common Stock
owned or held by or for the account of the Company, but excluding shares of
Common Stock deemed to have been issued by the Company in connection with an
Approved Stock Plan or upon exercise or conversion of the Other Securities or
any Exempt Issuance (as defined in Section 9 of the Securities Purchase
Agreement)) for a consideration per share less than the Warrant Exercise Price
in effect immediately prior to such time (the "APPLICABLE PRICE"), then
immediately after such issue or sale the Warrant Exercise Price then in effect
shall be reduced to an amount equal to the product of (x) the Warrant Exercise
Price in effect immediately prior to such issue or sale and (y) the quotient
determined by dividing (1) the sum of (I) the product derived by multiplying the
Applicable Price by the number of shares of Common Stock Deemed Outstanding
immediately prior to such issue or sale, plus (II) the consideration, if any,
received by the Company upon such issue or sale, by (2) the product derived by
multiplying the (I) Applicable Price by (II) the number of shares of Common
Stock Deemed Outstanding immediately after such issue or sale. Upon each such
adjustment of the Warrant Exercise Price hereunder, the number of shares of
Common Stock acquirable upon exercise of this Warrant shall be adjusted to the
number of shares determined by multiplying the Warrant Exercise Price in effect
immediately prior to such adjustment by the number of shares of Common Stock
acquirable upon exercise of this Warrant immediately prior to such adjustment
and dividing the product thereof by the Warrant Exercise Price resulting from
such adjustment.

                  (b) EFFECT ON WARRANT EXERCISE PRICE OF CERTAIN EVENTS. For
purposes of determining the adjusted Warrant Exercise Price under Section 8(a)
above, the following shall be applicable:

                           (i) ISSUANCE OF OPTIONS. If the Company in any manner
grants any Options and the lowest price per share for which one share of Common
Stock is issuable upon the exercise of any such Option or upon conversion or
exchange of any Convertible Securities issuable upon exercise of any such Option
is less than the Applicable Price, then such share of Common Stock shall be
deemed to be outstanding



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and to have been issued and sold by the Company at the time of the granting or
sale of such Option for such price per share. For purposes of this Section
8(b)(i), the "lowest price per share for which one share of Common Stock is
issuable upon exercise of such Options or upon conversion or exchange of such
Convertible Securities" shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting or sale of the Option, upon exercise
of the Option and upon conversion or exchange of any Convertible Security
issuable upon exercise of such Option. No further adjustment of the Warrant
Exercise Price shall be made upon the actual issuance of such Common Stock or of
such Convertible Securities upon the exercise of such Options or upon the actual
issuance of such Common Stock upon conversion or exchange of such Convertible
Securities. Notwithstanding the foregoing, no adjustment shall be made pursuant
to this Section 8(b)(i) to the extent that such adjustment is based solely on
the fact that the Convertible Securities issuable upon exercise of such Option
are convertible into or exchangeable for Common Stock at a price which varies
with the market price of the Common Stock.

                           (ii) ISSUANCE OF CONVERTIBLE SECURITIES. If the
Company in any manner issues or sells any Convertible Securities and the lowest
price per share for which one share of Common Stock is issuable upon such
conversion or exchange thereof is less than the Applicable Price, then such
share of Common Stock shall be deemed to be outstanding and to have been issued
and sold by the Company at the time of the issuance or sale of such Convertible
Securities for such price per share. For the purposes of this Section 8(b)(ii),
the "lowest price per share for which one share of Common Stock is issuable upon
such conversion or exchange" shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to one
share of Common Stock upon the issuance or sale of the Convertible Security and
upon conversion or exchange of such Convertible Security. No further adjustment
of the Warrant Exercise Price shall be made upon the actual issuance of such
Common Stock upon conversion or exchange of such Convertible Securities, and if
any such issue or sale of such Convertible Securities is made upon exercise of
any Options for which adjustment of the Warrant Exercise Price had been or are
to be made pursuant to other provisions of this Section 8(b), no further
adjustment of the Warrant Exercise Price shall be made by reason of such issue
or sale. Notwithstanding the foregoing, no adjustment shall be made pursuant to
this Section 8(b)(ii) to the extent that such adjustment is based solely on the
fact that such Convertible Securities are convertible into or exchangeable for
Common Stock at a price which varies with the market price of the Common Stock.

                           (iii) CHANGE IN OPTION PRICE OR RATE OF CONVERSION.
If the purchase price provided for in any Options, the additional consideration,
if any, payable




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upon the issue, conversion or exchange of any Convertible Securities, or the
rate at which any Convertible Securities are convertible into or exchangeable
for Common Stock changes at any time, the Warrant Exercise Price in effect at
the time of such change shall be adjusted to the Warrant Exercise Price which
would have been in effect at such time had such Options or Convertible
Securities provided for such changed purchase price, additional consideration or
changed conversion rate, as the case may be, at the time initially granted,
issued or sold and the number of shares of Common Stock acquirable hereunder
shall be correspondingly readjusted. For purposes of this Section 8(b)(iii), if
the terms of any Option or Convertible Security that was outstanding as of the
date of issuance of this Warrant are changed in the manner described in the
immediately preceding sentence, then such Option or Convertible Security and the
Common Stock deemed issuable upon exercise, conversion or exchange thereof shall
be deemed to have been issued as of the date of such change. No adjustment shall
be made if such adjustment would result in an increase of the Warrant Exercise
Price then in effect.

                  (c) EFFECT ON WARRANT EXERCISE PRICE OF CERTAIN EVENTS. For
purposes of determining the adjusted Warrant Exercise Price under Sections 8(a)
and 8(b), the following shall be applicable:

                           (i) CALCULATION OF CONSIDERATION RECEIVED. In case
any Option is issued in connection with the issue or sale of other securities of
the Company, together comprising one integrated transaction in which no specific
consideration is allocated to such Options by the parties thereto, the Options
will be deemed to have been issued for a consideration of $.01. If any Common
Stock, Options or Convertible Securities are issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor will be deemed
to be the gross amount received by the Company therefor. If any Common Stock,
Options or Convertible Securities are issued or sold for a consideration other
than cash, the amount of such consideration received by the Company will be the
fair value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the Company
will be the market price of such securities for the twenty (20) consecutive
trading days immediately preceding the date of receipt. If any Common Stock,
Options or Convertible Securities are issued to the owners of the non-surviving
entity in connection with any merger in which the Company is the surviving
entity, the amount of consideration therefor will be deemed to be the fair value
of such portion of the net assets and business of the non-surviving entity as is
attributable to such Common Stock, Options or Convertible Securities, as the
case may be. The fair value of any consideration other than cash or securities
will be determined by the Company using its reasonable best efforts and good
faith.



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                           (ii) RECORD DATE. If the Company sets a record date
concerning the holders of Common Stock for the purpose of entitling them (1) to
receive a dividend or other distribution payable in Common Stock, Options or in
Convertible Securities or (2) to subscribe for or purchase Common Stock, Options
or Convertible Securities, then such record date will be deemed to be the date
of the issue or sale of the shares of Common Stock 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.

                  (d) ADJUSTMENT OF WARRANT EXERCISE PRICE UPON SUBDIVISION OR
COMBINATION OF COMMON STOCK. If the Company at any time after the date of
issuance of this Warrant subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Warrant Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock obtainable upon exercise of this Warrant
will be proportionately increased. If the Company at any time after the date of
issuance of this Warrant combines (by combination, reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Warrant Exercise Price in effect immediately prior
to such combination will be proportionately increased and the number of shares
of Common Stock obtainable upon exercise of this Warrant will be proportionately
decreased.

                  (e) DISTRIBUTION OF ASSETS. If the Company shall declare or
make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other
securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement or other transaction), other than a
dividend receivable only in cash (a "DISTRIBUTION"), at any time after the
issuance of this Warrant, then, in each such case:

                           (i) the Warrant Exercise Price in effect immediately
prior to the close of business on the record date fixed for the determination of
holders of Common Stock entitled to receive the Distribution shall be reduced,
effective as of the close of business on such record date, to a price determined
by multiplying such Warrant Exercise Price by a fraction of which (A) the
numerator shall be the Closing bid price on the trading day immediately
preceding such record date minus the value of the Distribution (as determined in
good faith by the Company's Board of Directors) applicable to one share of
Common Stock, and (B) the denominator shall be the Closing bid price on the
trading day immediately preceding such record date; and



                                      -13-
<PAGE>   14
                           (ii) at the sole discretion of the holder hereof,
either (A) the number of Warrant Shares obtainable upon exercise of this Warrant
shall be increased to a number of shares equal to the number of shares of Common
Stock obtainable immediately prior to the close of business on the record date
fixed for the determination of holders of Common Stock entitled to receive the
Distribution multiplied by the reciprocal of the fraction set forth in the
immediately preceding clause (i), or (B) in the event that the Distribution is
of common stock of a company whose common stock is traded on a national
securities exchange or a national automated quotation system, then the holder of
this Warrant shall receive an additional warrant to purchase Common Stock, the
terms of which shall be identical to those of this Warrant, except that such
warrant shall be exercisable into the amount of the assets that would have been
payable to the holder of this Warrant pursuant to the Distribution had the
holder exercised this Warrant immediately prior to such record date and with an
exercise price equal to the amount by which the exercise price of this Warrant
was decreased with respect to the Distribution pursuant to the terms of the
immediately preceding clause (i).

                  (f) [Omitted].

                  (g) NOTICES.

                           (i) Immediately upon any adjustment of the Warrant
Exercise Price, the Company will give written notice thereof to the holder of
this Warrant, setting forth in reasonable detail, and certifying, the
calculation of such adjustment.

                           (ii) The Company will give written notice to the
holder of this Warrant at least ten (10) days prior to the date on which the
Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any pro rata
subscription offer to holders of Common Stock or (C) for determining rights to
vote with respect to any Organic Change (as defined below), dissolution or
liquidation, provided that such information shall be made known to the public
prior to or in conjunction with such notice being provided to such holder.

                           (iii) The Company will also give written notice to
the holder of this Warrant at least ten (10) days prior to the date on which any
Organic Change, dissolution or liquidation will take place, provided that such
information shall be made known to the public prior to or in conjunction with
such notice being provided to such holder.




                                      -14-
<PAGE>   15
         Section 9. PURCHASE RIGHTS; REORGANIZATION, RECLASSIFICATION,
CONSOLIDATION, MERGER OR SALE.

                   (a) In addition to any adjustments pursuant to Section 8
above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
"PURCHASE RIGHTS"), then the holder of this Warrant will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which such holder could have acquired if such holder had held the number of
shares of Common Stock acquirable upon complete exercise of this Warrant
immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights.

                  (b) Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the Company's assets
to another Person or other transaction which is effected in such a way that
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock is referred to herein as "ORGANIC CHANGE." Prior to
the consummation of any (i) sale of all or substantially all of the Company's
assets to an acquiring Person or (ii) other Organic Change following which the
Company is not a surviving entity, the Company will secure from the Person
purchasing such assets or the successor resulting from such Organic Change (in
each case, the "ACQUIRING ENTITY") written agreement (in form and substance
satisfactory to the holders of Warrants representing a majority of the shares of
Common Stock obtainable upon exercise of the Warrants then outstanding) to
deliver to each holder of Warrants in exchange for such Warrants, a security of
the Acquiring Entity evidenced by a written instrument substantially similar in
form and substance to this Warrant and satisfactory to the holders of the
Warrants (including, an adjusted warrant exercise price equal to the value for
the Common Stock reflected by the terms of such consolidation, merger or sale,
and exercisable for a corresponding number of shares of Common Stock acquirable
and receivable upon exercise of the Warrants, if the value so reflected is less
than the Warrant Exercise Price in effect immediately prior to such
consolidation, merger or sale). Prior to the consummation of any other Organic
Change, the Company shall make appropriate provision (in form and substance
satisfactory to the holders of Warrants representing a majority of the shares of
Common Stock obtainable upon exercise of the Warrants then outstanding) to
insure that each of the holders of the Warrants will thereafter have the right
to acquire and receive in lieu of or in addition to (as the case may be) the
shares of Common Stock immediately theretofore acquirable and receivable upon
the exercise of such holder's Warrants, such shares of stock, securities or
assets that would have been issued or payable in such Organic Change with
respect to or in exchange for the number of shares of Common Stock which would
have been acquirable and receivable upon the exercise of such holder's



                                      -15-
<PAGE>   16

Warrant as of the date of such Organic Change (without taking into account any
limitations or restrictions on the exerciseability of this Warrant).

         Section 10. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this
Warrant is lost, stolen, mutilated or destroyed, the Company shall, on receipt
of an indemnification undertaking, issue a new Warrant of like denomination and
tenor as this Warrant so lost, stolen, mutilated or destroyed.

         Section 11. NOTICE. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered: (i) upon receipt,
when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one business day after deposit with
a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:

                  If to the Company:

                           Visual Data Corporation
                           1291 S.W. 29th Avenue
                           Pompano Beach, Florida 33069
                           Telephone: 954/917-6655
                           Facsimile: 954/917-6660
                           Attention: Randy S. Selman


                  With copy to:

                           Atlas, Pearlman P.A.
                           350 E. Las Olas Blvd., Ste. 1700
                           Ft. Lauderdale, Florida 33301
                           Telephone:       (954) 766-7816
                           Facsimile:       (954) 766-7800
                           Attention:       Joel D. Mayersohn, Esq.


If to a holder of this Warrant, to it at the address and facsimile number set
forth on the Schedule of Buyer to the Securities Purchase Agreement, with copies
to such holder's representatives as set forth on such Schedule of Buyers, or at
such other address and facsimile as shall be delivered to the Company upon the
issuance or transfer of this



                                      -16-
<PAGE>   17

Warrant. Each party shall provide five days' prior written notice to the other
party of any change in address or facsimile number. Written confirmation of
receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender's
facsimile machine containing the time, date, recipient facsimile number and an
image of the first page of such transmission or (C) provided by a nationally
recognized overnight delivery service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.

         Section 12. AMENDMENTS. This Warrant and any term hereof may be
changed, waived, discharged, or terminated only by an instrument in writing
signed by the party or holder hereof against which enforcement of such change,
waiver, discharge or termination is sought.

         Section 13. DATE. The date of this Warrant is May 21, 2001. This
Warrant, in all events, shall be wholly void and of no effect after the close of
business on the Expiration Date, except that notwithstanding any other
provisions hereof, the provisions of Section 7 shall continue in full force and
effect after such date as to any Warrant Shares or other securities issued upon
the exercise of this Warrant.

         Section 14. AMENDMENT AND WAIVER. Except as otherwise provided herein,
the provisions of the Warrants may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
holders of Warrants representing a majority of the shares of Common Stock
obtainable upon exercise of the Warrants then outstanding; provided that no such
action may increase the Warrant Exercise Price of the Warrants or decrease the
number of shares or class of stock obtainable upon exercise of any Warrants
without the written consent of the holder of such Warrant.

         Section 15. DESCRIPTIVE HEADINGS; GOVERNING LAW. The descriptive
headings of the several Sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. This Warrant
shall be governed by the internal laws of the State of Florida, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Florida or any other jurisdictions) that would cause the application of
the laws of any jurisdictions other than the State of Florida.

                            [Signature Page Follows]






                                      -17-
<PAGE>   18



         This Warrant has been duly executed by the Company as of the date first
set forth above.

                                       VISUAL DATA CORPORATION



                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------







                                      -18-