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                                                                    EXHIBIT 10.4

                              SETTLEMENT AGREEMENT

                  This SETTLEMENT AGREEMENT (the "Agreement"), dated January 23,
2001 (the "Effective Date"), is made by and among SportSoft Golf, Inc.
("SportSoft"), Sites to Behold, Ltd. ("Sites") and Visual Data Corporation
("VDAT").

                                    RECITALS

                  WHEREAS, on or about February 21, 1999, Sites registered the
domain name "golfsociety.com" (the "Domain Name") and is currently the
registered owner of the Domain Name on behalf of Kieran Keating and Gerry
Crossan;

                  WHEREAS, SportSoft is the record owner of the trademark "Golf
Society of the U.S." which is registered with the U.S. Patent and Trademark
Office under Registration No. 2131470;

                  WHEREAS, in or about September 2000, SportSoft filed a lawsuit
in the United States District Court for the Eastern District of Virginia
entitled SPORTSOFT GOLF, INC. V. SITES TO BEHOLD, LTD., Civil Action No.
00-1179-A (the "Action"), alleging trademark infringement and violation of the
anticybersquatting provisions of the federal trademark statute relating to
Sites' registration and use of the Domain Name;

                  WHEREAS, the Action remains pending and continues to impose a
legal expense burden on both parties;

                  WHEREAS, SportSoft has entered into an agreement and plan of
merger (the "Merger") with Visual Data Corporation ("VDAT"), dated as of
December 1, 2000, pursuant to which SportSoft will merge with a wholly owned
subsidiary of VDAT;

                  WHEREAS, the ownership and use of the Domain Name by SportSoft
and VDAT as soon as possible in their combined business is regarded by SportSoft
and VDAT as an important business objective; and

                  WHEREAS, the parties are desirous of amicably settling their
differences in order to terminate any further expenditure of time, money and
resources in the Action upon the terms



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and conditions more particularly set forth below;

                                    AGREEMENT

                NOW THEREFORE, for and in consideration of the promises and of
the mutual representations, covenants and agreements hereinafter set forth, each
party binding itself and its successors and assigns do mutually promise,
covenant and agree as follows:

                1. As soon as practicable following the Effective Date, VDAT
will issue a total of 20,000 shares (the "VDAT Stock") of the common stock of
Visual Data Corporation (NASDAQ symbol: VDAT) to Kieran Keating ("Keating") and
Gerry Crossan ("Crossan") (10,000 shares to Keating and 10,000 shares to
Crossan).

                2. VDAT will file a registration statement by February 15, 2001
to register the VDAT Stock and use its best efforts to cause such registration
statement to go effective as soon as possible thereafter.

                3. By January 26, 2001, Sites will transfer the Domain Name to
Arent Fox Kintner Plotkin & Kahn, PLLC ("Escrow Agent") to hold as escrow agent
during the period (the "Escrow Period") from the date of such transfer until
Escrow Agent is instructed to transfer the Domain Name to SportSoft or Sites in
accordance with the provisions set forth below. During the Escrow Period, the
Escrow Agent shall name as "Technical Contact" for the Domain Name an individual
designated by SportSoft and as "Administrative Contact" a person designated by
Escrow Agent. The Escrow Agent will not change the "Technical Contact" to a
person other than as designated by SportSoft during the Escrow Period. During
the Escrow Period, the Escrow Agent and Sites shall provide their reasonable
cooperation to the Technical Contact in the event necessary to assure that the
Internet traffic coming to the Domain Name can be routed directly through
SportSoft's servers.



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      4.        On July 23, 2001 (the "Determination Date"), the value of the
VDAT Stock (the "VDAT Stock Value") shall be determined based on taking the
average daily closing price of VDAT common stock (the "VDAT Stock Price") on the
NASDAQ National Market System or NASDAQ Small Cap Market as reported in the Wall
Street Journal or comparable financial publication for the ten (10) trading days
preceding the Determination Date. In the event the VDAT Stock Value is $60,000
or more, Keating and Crossan will receive no more stock or cash. If the VDAT
Stock Value is less than $60,000, then VDAT will issue to Keating and Crossing
in equal fifty (50%) percent shares either VDAT common stock or cash, at VDAT's
option, for the shortfall below $60,000 (the "Shortfall"). SportSoft will
provide written notice (facsimile or e-mail transmission will be acceptable) of
its allocation of the Shortfall between cash and stock within three (3) days
following the Determination Date. The stock will be issued or cash, as the case
may be, will be issued to Keating and Crossan in equal fifty (50%) percent
shares within ten (10) days following the Determination Date. If VDAT common
stock is issued for all or any part of the Shortfall, the amount of stock will
be determined using the VDAT Stock Price.. By way of example, but not to be
deemed a limitation, if the VDAT Stock Price is $3.00, then the VDAT Stock Value
would be $60,000 and no more stock or cash would be due. If the VDAT Stock Price
is $2.00, then the VDAT Stock Value would be $40,000 and VDAT would have to
provide either stock or cash, at VDAT's option, worth $20,000. VDAT will file a
registration statement as soon as practicable following the Determination Date
to register any additional stock issued in connection with the Shortfall. In the
event the value of such additional stock has declined between the Determination
Date and the date the registration statement for such additional stock becomes
effective, SportSoft or VDAT will pay Keating and Crossan (in equal fifty (50%)
shares) in cash a sum equal to the decline in such value within ten (10) days
following the date the registration statement goes effective. If such
registration statement is not effective by October 31, 2001, then SportSoft or
VDAT will cancel the stock issuance and pay Keating and Crossan (in equal fifty
(50%) shares) the entire Shortfall in cash by November 10, 2001.



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      5. In the event that (a) the average daily trading volume of the common
stock of VDAT during the period from the Effective Date through the
Determination Date is less than 50,000 shares, (b) the VDAT Stock Price is less
than $1.00, or (c) VDAT's common stock has been de-listed and is no longer
traded on NASDAQ as of the Determination Date, then any Shortfall will be paid
in cash within ten (10) days following the Determination Date.

      6. Any additional common stock issued hereunder by VDAT to satisfy the
Shortfall shall be registered stock and in the event that insufficient
registered shares are available to fund the Shortfall as of the Determination
Date, VDAT shall cause a registration statement to be filed as soon as
practicable after the Determination Date to register sufficient shares to
satisfy the Shortfall.

         7. Within fifteen (15) days following the Determination Date, SportSoft
and Sites will notify the Escrow Agent whether or not SportSoft and VDAT have
performed all of their obligations hereunder. Upon notification from both
parties (with copies to each other) that SportSoft and VDAT have performed all
their obligations, the Escrow Agent shall transfer all right, title and
ownership in the Domain Name to SportSoft and take such steps that are
reasonably necessary to assure that SportSoft becomes the registered owner of
the Domain Name and that all contacts, "Technical," "Administrative" and
otherwise, required by the appropriate body responsible at that time for
maintaining domain name registrations are contacts designated by SportSoft. If
SportSoft and VDAT fail to perform all of their obligations within 15 days of
the Determination Date, and this fact is not disputed by SportSoft or VDAT, then
upon Sites' notice to the Escrow Agent with a copy to SportSoft and VDAT of the
failure of performance by SportSoft and VDAT, and SportSoft's and VDAT's failure
to dispute the notice within five (5) business days following receipt of such
notice from Sites, the Escrow Agent shall transfer all right, title and
ownership in the Domain Name back to Sites. If there is a dispute as to whether
SportSoft and VDAT have performed their obligations hereunder, then the parties




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shall submit such dispute to arbitration before the American Arbitration
Association in New York City under its Commercial Arbitration Rules before a
panel of three (3) arbitrators selected in accordance with such Commercial
Arbitration Rules. The award in such arbitration shall be final and binding on
both parties. The Escrow Agent shall promptly transfer the Domain Name to the
party designated as the proper owner thereof in the final arbitration award in
accordance with the directions given in the arbitration award.

         8. The Escrow Agent shall be compensated $300.00 for its services in
connection with serving as the registered owner of the Domain Name and
"Administrative Contact" during the Escrow Period. SportSoft shall pay any fee
to Network Solutions necessary to accomplish the transfer of the Domain Name to
the Escrow Agent and in turn to transfer the Domain Name to SportSoft following
the Determination Date. The $300.00 fee to the Escrow Agent shall not include
any services that might be necessary by the Escrow Agent in the event that at
dispute arises between the parties requiring the commitment of additional time
by the Escrow Agent. Before Escrow Agent invests any time beyond that which
would be covered by the $300.00 fee, it shall notify both parties and receive
their approval for such further expense.

         9. Upon the execution of this Agreement, SportSoft and Sites shall
cause their counsel to sign and file a stipulation of dismissal with prejudice
in the Action. Thereafter, any claims between SportSoft and Sites relating to
the Domain Name shall exclusively arise out of this Agreement.



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         10. SportSoft, Sites and VDAT are entering into this Agreement solely
to compromise and settle disputed claims and matters. This Agreement and the
actions taken pursuant hereto do not constitute an acknowledgment or admission
of liability on the part of any party.

         11. SportSoft, Sites and VDAT have thoroughly discussed all aspects of
this Agreement with their respective attorneys and have chosen to voluntarily
enter into this Agreement.

         12. This Agreement sets forth the parties' entire understanding and
agreement, and this Agreement supersedes any and all prior promises, agreements,
representations, understandings or arrangements between these parties, whether
oral or written, pertaining to the subject matter hereof, unless otherwise
provided herein. This Agreement shall be governed by and construed in accordance
with the laws of the State of New Jersey, without giving effect to its internal
conflict of laws principles.

         13. This Agreement may be executed in one or more counterparts, each of
which will be considered an original, and all of which together will constitute
on and the same instrument. Facsimile signatures shall be deemed originals for
purposes of execution of the Agreement.

SPORTSOFT GOLF, INC.                  SITES TO BEHOLD, LTD.

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


VISUAL DATA CORPORATION               ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
                                      (as to escrow provisions only)

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





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