<PAGE>   1
                                                                     EXHIBIT 4.3

                                     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 PROMULATED 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.: 2001S-1                                   Number of Shares:125,000
Date of Original Issuance: August 17, 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, ICN
CAPITAL LTD., 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 TWENTY-FIVE THOUSAND (125,000) 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.

         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 August 17, 2001, among the Company and the Buyer referred
to therein (the "SECURITIES PURCHASE AGREEMENT").

                                        1


<PAGE>   2




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

                           (i) "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.

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

                           (iii) "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.

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

                           (v) "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.

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

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

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

                           (ix) "WARRANT EXERCISE PRICE" shall be $1.75 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

                                        2


<PAGE>   3



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 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


                                        3


<PAGE>   4



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 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


                                        4


<PAGE>   5



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 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.


                                        5


<PAGE>   6



                  (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 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 Articles 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 holder hereof, as


                                        6


<PAGE>   7



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



                                        7


<PAGE>   8






         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 August 17, 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.

         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:


                                        8


<PAGE>   9



                  (a) 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.

                  (b) 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

                           (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


                                        9


<PAGE>   10



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).

                  (c) 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.

         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


                                       10


<PAGE>   11



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 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:


                                       11


<PAGE>   12




                  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 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 August 17, 2001. This
Warrant, in all events, shall be wholly void and of no effect after the close of
business on the Expiration



                                       12


<PAGE>   13



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]





                                       13


<PAGE>   14



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

                                       VISUAL DATA CORPORATION

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





                                       14


<PAGE>   15



                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM
        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                             VISUAL DATA CORPORATION

         The undersigned holder hereby exercises the right to purchase
_________________ of the shares of Common Stock ("WARRANT SHARES") of VISUAL
DATA CORPORATION, a Florida corporation (the "COMPANY"), evidenced by the
attached Warrant (the "WARRANT"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

         1. FORM OF WARRANT EXERCISE PRICE. The Holder intends that payment of
the Warrant Exercise Price shall be made as:

                  a "CASH EXERCISE" with respect to _______________________
                  Warrant Shares; and/or

                  a "CASHLESS EXERCISE" with respect to ___________________
                  Warrant Shares.

         2. PAYMENT OF WARRANT EXERCISE PRICE. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant Shares to be
issued pursuant hereto, the holder shall pay the sum of $___________________ to
the Company in accordance with the terms of the Warrant.

         3. DELIVERY OF WARRANT SHARES. The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date:                               , 200_
     -------------------------------

Name of Registered Holder:



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




                                       15


<PAGE>   16



                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER

FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
________________, Federal Identification No. __________, a warrant to purchase
____________ shares of the capital stock of VISUAL DATA CORPORATION, a Florida
corporation, represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably constitute and appoint ______________, attorney to transfer the
warrants of said corporation, with full power of substitution in the premises.

Dated:  _________, 200_



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









                                       16