AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

         AMENDMENT  dated this 15th day of October 2004,  by and among  Onstream
Media Corporation, a Florida corporation ("ONSTREAM"),  Visual Data Corporation,
a  Florida  corporation  ("VDAT"),   and  OSM  Acquisition,   Inc.,  a  Delaware
corporation and wholly owned subsidiary of VDAT ("SUB").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  the parties are parties to that certain Agreement and Plan of
Merger dated October 22, 2003 (the "Original Agreement"); and

         WHEREAS,  the  parties  desire  to  amend  the  Original  Agreement  in
accordance with the terms set forth below.

         NOW,  THEREFORE,  for good and valuable  consideration,  the receipt of
which is acknowledged, the parties agree as follows:

1.    The  name  and  state  of  incorporation  of OSM,  Inc.,  a  wholly  owned
      subsidiary of VDAT, is deleted and revised to read OSM Acquisition,  Inc.,
      a Delaware corporation.

2.    Section 1.1 is deleted and revised in its entirety to read as follows:

      (a)   In accordance  with the  provisions of this  Agreement,  the Florida
            Business   Corporation   Act  ("FBCA")  and  the  Delaware   General
            Corporation Law ("DGCL"),  at the Effective Time,  ONSTREAM shall be
            merged  (the  "Merger")  with and  into  SUB,  and SUB  shall be the
            surviving corporation  (hereinafter  sometimes called the "Surviving
            Corporation")  and shall continue its corporate  existence under the
            laws of the State of Delaware.  At the Effective  Time, the separate
            existence of ONSTREAM shall cease.

      (b)   The  Merger   shall  have  the  effects  on  ONSTREAM  and  SUB,  as
            Constituent  Corporations of the Merger, provided for under the FBCA
            and DGCL.

3.    Section 1.2 is deleted and revised in its entirety to read as follows:

      Effective  Time.  The Merger shall become  effective at the time of filing
      of, or at such later time as specified in, an agreement of merger,  in the
      form required by and executed in accordance  with the DGCL,  FBCA and with
      the Secretary of State of the States of Delaware and Florida in accordance
      with the  provisions of Section 252 of the DGCL and Sections  607.1101 and
      607.1103 of the FBCA and (the "Certificates of Merger"). The date and time
      when the  Merger  shall  become  effective  is herein  referred  to as the
      "Effective Time."

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4.    Section 10.2 is deleted and revised in its entirety to read as follows:

      a.    Filings at the Closing.  Subject to the  provisions  of Articles VI,
            VII,  VIII and XI hereof,  ONSTREAM,  VDAT and SUB shall cause to be
            executed  and filed at the  Closing  the  Certificate  of Merger and
            shall cause the  Certificates of Merger to be recorded in accordance
            with the  applicable  provisions of the FBCA and DCGL and shall take
            any and all other  lawful  actions  and do any and all other  lawful
            things necessary to cause the Merger to become effective.

5.    Section 11.1(d) is deleted and revised in its entirety to read as follows:

      (d)   by  either  VDAT  or  ONSTREAM  if a  merger  shall  not  have  been
            consummated by December 15, 2004,  provided that a party in material
            breach of this Agreement may not terminate this Agreement.

6.    The Original Agreement,  as hereby amended, shall remain in full force and
      effect. This Agreement  supersedes any previous amendments to the Original
      Agreement.

7.    This  Agreement  may be  executed in any number of  counterparts,  each of
      which when so executed and delivered shall be deemed an original,  but all
      of  which  counterparts  together  shall  constitute  but one and the same
      instrument.

      IN  WITNESS  WHEREOF,   the  parties  have  executed  and  delivered  this
instrument as of the date and year first above written.

                                         ONSTREAM MEDIA CORPORATION

                                         /s/ Clifford Friedland
                                         ----------------------
                                         Clifford Friedland
                                         Chief Executive Officer


                                         VISUAL DATA CORPORATION

                                         /s/  Randy Selman
                                         ----------------------
                                         Randy Selman
                                         President and Chief Executive Officer


                                         OSM ACQUISITION, INC.

                                         /s/  Randy Selman
                                         ----------------------
                                         Randy Selman
                                         President and Chief Executive Officer