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                                                                    EXHIBIT 10.2

                        FORM OF 6% CONVERTIBLE DEBENTURE

NO. ___                                                         $6,500,000 USD

                        GOLF SOCIETY INTERNATIONAL, INC.

                  6% CONVERTIBLE DEBENTURE DUE JANUARY __, 2007

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE TRANSFERRED, ASSIGNED, SOLD
OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT
REQUIRED BECAUSE OF AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

         This 6% CONVERTIBLE DEBENTURE is a duly authorized 6% Convertible
Debenture (the "Debenture") of GOLF SOCIETY INTERNATIONAL, INC., a corporation
duly organized and existing under the laws of the State of ________ (the
"Issuer"), issued on January __, 2007 (the "Issuance Date"), and designated as
its Debenture due January __, 2007, in an aggregate face amount of all
Debentures not exceeding Six Million Five Hundred Thousand Dollars (USD
$6,500,000).

         FOR VALUE RECEIVED, the Issuer promises to pay to: VISUAL DATA
CORPORATION, a Florida corporation, the registered holder hereof or its
registered assigns, if any (the "Holder"), the principal sum of: Six Million
Five Hundred Thousand United States Dollars ($6,500,000), on January __, 2002
(the "Maturity Date"), and to pay interest, as outlined below, at the rate of
six percent (6%) per annum, subject to adjustment herein, on the principal sum
outstanding for the term of this Debenture. Accrual of interest shall commence
on the date hereof and shall be payable (for the first year of this Debenture)
on January __, 2003, and thereafter quarterly on April 1, July 1, October 1, and
January 1, commencing April 1, 2003. The interest so payable will be paid to the
person in whose name this Debenture is registered on the records of the Issuer
regarding registration and transfers of the Debenture (the "Debenture
Register"); PROVIDED, HOWEVER, that the Issuer's obligation to a transferee of
this Debenture arises only if such transfer, sale or other disposition is made
in accordance with the terms and conditions contained in this Debenture.
Principal and interest are payable at the address last appearing on the
Debenture Register as designated in writing by the Holder hereof from time to
time.

         The Debenture is subject to the following additional provisions:

         1. EXCHANGEABILITY. The Debenture is exchangeable for like Debentures
in equal aggregate principal amount of authorized denominations, as requested by
the Holder surrendering the same. No service charge will be made for such
registration or transfer or exchange, although the Holder shall be responsible
for its own expenses associated with complying with the restrictions on transfer
of the Debenture.


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         2.       WITHHOLDING.  The Issuer shall be entitled to withhold from
all payments of principal and interest of this Debenture any amounts required to
be withheld under the applicable provisions of the U.S. Internal Revenue Code of
1986, as amended, or other applicable laws at the time of such payments.

         3.       RESTRICTION. This Debenture has been and the Conversion Shares
(as defined) will be issued subject to investment representations of the
original Holder hereof and may be transferred or exchanged in the United States
only in compliance with the Securities Act and applicable state securities laws
and in compliance with the restrictions on transfer provided in the Subscription
Agreement. Prior to the due presentment for such transfer of this Debenture, the
Issuer and any agent of the Issuer may treat the person in whose name this
Debenture is duly registered on the Debenture Register as the owner hereof for
the purpose of receiving payment as herein provided and all other purposes,
whether or not this Debenture is overdue, and neither the Issuer nor any such
agent shall be affected by notice to the contrary. The transferee shall be
bound, as the original Holder, by the same representations and terms described
herein and under the Agreement and any related agreements.

                  This Debenture and the Conversion Shares has been acquired for
investment purposes and not with a view to distribution or resale and may not be
pledged, hypothecated, sold, made subject to a security interest, or otherwise
transferred without (i) an effective registration statement for such Debenture
under the Securities Act of 1933 and such applicable blue sky laws, or (ii) an
opinion of counsel, which opinion of counsel shall be reasonably satisfactory to
the Issuer and its counsel, that registration is not required under the
Securities Act or under any applicable blue sky laws. Transfer of the Conversion
Shares issued upon the conversion of this Debenture shall be restricted in the
same manner and to the same extent as the Debenture and the certificates
representing such Conversion Shares shall bear substantially the following
legend:

         4.       EVENTS OF DEFAULT. If one or more of the following described
"Events of Default" shall occur:

                  (a) Any of the representations or warranties made by the
Issuer herein shall have been incorrect when made in any material respect; or

                  (b) Except for the failure of Issuer to pay an increased rate
of interest during an Event of Default as described below, the Issuer shall
breach, fail to perform, or observe in any material respect any covenant, term,
provision, condition, agreement or obligation of the Issuer under this Debenture
or the Warrant(s) received together herewith, between the parties thereof and
such default is not cured within thirty (30) days of the Issuer's receipt of
written notice from the Holder or other party in respect to such default; or

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                  (c) A trustee, liquidator or receiver shall be appointed for
the Issuer or for a substantial part of its property or business without its
consent and shall not be discharged within sixty (60) days after such
appointment; or

                  (d) Any governmental agency or any court of competent
jurisdiction at the instance of any governmental agency shall assume custody or
control of all the properties or assets of the Issuer and shall not be dismissed
within sixty (60) calendar days thereafter; or

                  (e) Bankruptcy reorganization, insolvency or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Issuer and, if
instituted against the Issuer, Issuer shall by any action or answer approve of,
consent to, or acquiesce in any such proceedings or admit the material
allegations of, or default in, answering a petition filed in any such proceeding
or such proceedings shall not be dismissed within forty-five (45) days
thereafter.

         Then, or at any time thereafter, and in each and every such case,
unless such Event of Default shall have been waived in writing by the Holder
(which waiver shall not be deemed to be a waiver of any subsequent default), the
interest rate shall increase to 12% per annum until the date the Event of
Default is cured, provided that no such interest rate increase, or waiver
thereof shall constitute a waiver of any other rights the Holder may have as a
result of such Event of Default.

         5.       CONVERSION.  The Holder of this Debenture shall have the
following conversion rights:

                  (a) VOLUNTARY CONVERSION. The Holder shall have the right at
any time and from time to time prior to payment in full of this Debenture, at
the Holder's option, to convert any or all of the principal amount of this
Debenture for such number of fully paid, validly issued and nonassessable shares
of Common Stock of Issuer, as is determined pursuant to this Section 5 (the
"Conversion Shares").

                  (b) CONVERSION RATE. The Outstanding Principal Amount of this
Debenture that is converted into Conversion Shares at the option of the Holder
shall be convertible into the number of Conversion Shares which results from
application of the following formula:

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                                      P + I
                         ------------------------------
                                Conversion Price

         P =      Outstanding Principal Amount of this Debenture submitted for
                  conversion as of the Voluntary Conversion Notice Date

         I =      accrued but unpaid interest (not previously added to
                  principal) on P as of the Voluntary Conversion Notice Date

                           The number of shares of Common Stock into which each
$1,000 principal amount of this Debenture hereto may be converted pursuant to
this paragraph hereof is hereafter referred to as the "Conversion Rate."

                  (c)      CONVERSION PRICE.  (i) Subject to the adjustments set
forth below, the "Conversion Price" shall be equal to the lesser of:

                  (a) 150% of the stock price of the Issuer taken on the average
                  of the 30 Trading Days immediately following the initial
                  trading date of the stock, if publicly trading within 90 days
                  from the Closing of the Stock Purchase Agreement, or the value
                  of the stock based on the financing completed closest in time
                  to the closing of the Stock Purchase Agreement (the "Maximum
                  Conversion Price"); and (b) 10% discount of the average
                  closing price of Common Stock for the 10 Trading Days
                  immediately prior to the date of the Voluntary Conversion
                  Notice Date (as defined below) (the "Variable Conversion
                  Price").

                           Notwithstanding the foregoing, the Conversion Price
may not be less than the Floor Price (as defined below).

                           As used herein, the "Floor Price" shall be equal to
50% of the stock price of the Issuer taken on the average of the 30 Trading Days
immediately following the initial trading date of the stock, if publicly trading
within 90 days from the Closing of the Stock Purchase Agreement, or the value of
the stock based on the financing completed closest in time to the closing of the
Stock Purchase Agreement; provided that one year subsequent to the date the
initial Floor Price was determined, the Floor Price shall be reset to 50% of the
Floor Price on such date, if such reset would result in a lower Floor Price.

                  (d)      MECHANICS OF CONVERSION,

                           In order to voluntarily convert this Debenture (in
whole or in part) into full shares of Common Stock pursuant to Section 8(a), the
Holder (i) shall give written notice (the "Voluntary Conversion Notice") to the
Issuer that the Holder elects to convert the principal amount specified therein,
which such notice and election shall be irrevocable by the Holder unless the
Common Stock shall not have been delivered within five trading days of the date
the Voluntary Conversion Notice is delivered to the Issuer, and (ii) if the
entire outstanding principal amount is being converted, as soon as practicable
after such notice, shall surrender this Debenture, duly endorsed, by either
overnight courier or 2-day courier, to the Issuer; PROVIDED, HOWEVER, that the
Issuer shall not be obligated to issue certificates evidencing the shares of the
Common Stock issuable upon such conversion (where the entire outstanding
principal amount is being converted) unless either the Debenture evidencing the
principal amount is delivered to

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the Issuer as provided above, or the Holder notifies the Issuer that such
Debenture(s) have been lost, stolen or destroyed and promptly executes an
agreement reasonably satisfactory to the Issuer to indemnify the Issuer from any
loss incurred by it in connection with such lost, stolen or destroyed
Debentures.

                  The Holder shall not be required to physically surrender this
Debenture to the Issuer unless the full outstanding principal amount represented
by this Debenture is being converted. The Holder and the Issuer shall maintain
records showing the outstanding principal amount so converted and the dates of
such conversions or shall use such other method, reasonably satisfactory to the
Holder and the Issuer, so as not to require physical surrender of this Debenture
upon each such conversion. In the event of any dispute or discrepancy, such
records of the Issuer shall be controlling and determinative.

                  The Issuer shall issue and deliver within five trading days of
the delivery to the Issuer of such Voluntary Conversion Notice, to such Holder
of Debenture(s) at the address of the Holder, a certificate or certificates for
the number of shares of Common Stock to which the Holder shall be entitled as
aforesaid, together with a calculation of the Conversion Rate and, if the
Debenture has been surrendered and is being converted in part only, a Debenture
or Debentures for the principal amount of Debentures not submitted for
conversion. The date on which the Voluntary Conversion Notice is given (the
"Voluntary Conversion Date") shall be deemed to be the date the Issuer received
by facsimile the Voluntary Conversion Notice provided that if not received by 5
p.m. on such date, the Voluntary Conversion Date shall be deemed to be the next
trading day, and the person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date.

         MAXIMUM CONVERSION. The Holder shall not be entitled to convert on a
Voluntary Conversion Date that amount of the Debenture in connection with that
number of shares of Common Stock which would be in excess of the sum of (i) the
number of shares of Common Stock beneficially owned by the Holder and its
affiliates on a Voluntary Conversion Date, and (ii) the number of shares of
Common Stock issuable upon the conversion of the Debenture with respect to which
the determination of this provision is being made on a Voluntary Conversion
Date, which would result in beneficial ownership by the Holder and its
affiliates of more than 19.99% of the outstanding shares of Common Stock of the
Issuer on such Voluntary Conversion Date. Notwithstanding the foregoing, the
Holder may convert that amount of the Debenture into that number of shares of
Common Stock which would be in excess of 19.99% of the outstanding shares of
Common Stock of the Issuer in the event such conversion was made as part of a
private or public sale of such shares. The Issuer shall not be limited to
aggregate conversions of only 19.99% and aggregate conversion by the Holder may
exceed 19.99%.

         6.       REGISTRATION RIGHTS.  For the term of the Debenture, the
Holder will have "piggyback" registration rights with respect to any public
offering the Issuer, or any successor, effects for its Common Stock on Form
SB-1, SB-2, S-1, S-3 or similar form of registration statement ("Registration
Statement") or any successors thereto under the


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Securities Act of 1933. The Issuer shall use its best efforts to include on such
registration statement the Common Stock underlying the Debentures, subject to
the approval of the underwriter of any such public offering. Notwithstanding the
foregoing, the Issuer will include $1,500,000 underlying the Debentures in any
Registration Statement.

         7.       ADJUSTMENT UPON CHANGES IN STOCK.

                  If there shall occur any capital reorganization or
reclassification of the Common Stock (other than a change in par value) or any
consolidation or merger of the Issuer with or into another corporation, or a
transfer of all or substantially all of the assets of the Issuer, or the payment
of a liquidating distribution, then, as part of any such reorganization,
reclassification, consolidation, merger, sale or liquidating distribution, each
such event provision shall be made in a manner acceptable to the Holder (with
its consent) of the Debenture and lawful provision shall be made so that the
Holder of this Debenture shall have the right thereafter to receive upon the
conversion hereof (to the extent, if any, still exercisable) the kind and amount
of shares of stock or other securities or property which the Holder would have
been entitled to receive if, immediately prior to any such reorganization,
reclassification, consolidation, merger, sale or liquidating distribution, as
the case may be, the Holder had held the number of shares of Common Stock which
were then issued upon the conversion of this Debenture. In any such case,
appropriate adjustment (as reasonably determined by the Board of Directors of
Issuer) shall be made in the application of the provisions set forth herein with
respect to the rights and interests thereafter of the Holder of this Debenture
such that the provisions set forth in this Section 7 shall thereafter be
applicable, as nearly as practicable, in relation to any shares of stock or
other securities or property thereafter deliverable upon the conversion of this
Debenture. If any adjustment under this Section 7 would create a fractional
share of Common Stock or a right to acquire a fractional share of Common Stock,
such fractional share shall be disregarded and the number of shares subject to
this Debenture shall be the next higher number of Shares, rounding all fractions
upward.

         8.       COVENANTS AND CONDITIONS.

                  (a) The Holder agrees to execute such other documents and
instruments as counsel for the Issuer reasonably deems necessary to effect the
compliance of the issuance of this Debenture and any Conversion Shares issued
upon conversion hereof with applicable federal and state securities laws.

                  (b) The Issuer covenants and agrees that all Conversion Shares
which may be issued upon conversion of this Debenture will, upon issuance and
payment therefor, be legally and validly issued and outstanding, fully paid and
nonassessable, free from all liens, charges and preemptive rights, if any, with
respect thereto or to the issuance thereof. The Issuer shall at all times to
reserve and keep available for issuance upon the conversion of this Debenture
such number of authorized but unissued shares of Common Stock as will be
sufficient to permit the conversion in full of this Debenture.

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         9. ENTIRE AGREEMENT. This Debenture, together all documents annexed
thereto and referenced therein, embodies the full and entire understanding and
agreement between the Issuer and Holder with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. Neither this Debenture nor any terms
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the Issuer and the Holder. Any capitalized terms not
otherwise defined herein shall have the same meaning as given in the Stock
Purchase Agreement. In the event of any inconsistencies between this Debenture
and such documents, the Debenture shall govern. No statement, representation,
warranty, covenant or agreement of any kind not expressly set forth in this
Debenture or the Disclosure shall affect, or be used to interpret, change or
restrict, the express terms and provisions of this Debenture.

         10. MISCELLANEOUS. This Debenture will be construed and enforced in
accordance with and governed by the laws of the State of Florida, except for
matters arising under the Securities Act, without reference to principles of
conflicts of law. Each of the parties consents to the jurisdiction of the
Circuit Court serving Broward County, Florida in connection with any dispute
arising under this Debenture and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on FORUM NON CONVENIENS, to
the bringing of any such proceeding in such jurisdictions. Each party hereby
agrees that, if the other party to this Debenture obtains a judgment against it
in such a proceeding, the party which obtained such judgment may enforce same by
summary judgment in the courts of any state or country having jurisdiction over
the party against whom such judgment was obtained, and each party hereby waives
any defenses available to it under local law and agrees to the enforcement of
such a judgment. Each party to this Debenture irrevocably consents to the
service of process in any such proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such party at its address set
forth herein. Nothing herein shall affect the right of any party to serve
process in any other manner permitted by law.

GOLF SOCIETY INTERNATIONAL, INC.


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

Dated:
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