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                                                                     EXHIBIT 4.4

                                                             [FIVE YEAR WARRANT]


THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR OTHERWISE. THIS WARRANT SHALL NOT
CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE
SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS
PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.



                          COMMON STOCK PURCHASE WARRANT

No. DW2


             To Purchase Shares of $.0001 Par Value Common Stock of

                             VISUAL DATA CORPORATION

         THIS CERTIFIES that, for value received, PALLADIN OPPORTUNITY FUND,
L.L.C. (the "PURCHASER") is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time on or after the date hereof and on
or prior to 5:00 p.m. New York City Time on December 8, 2005 (the "TERMINATION
DATE"), but not thereafter, to subscribe for and purchase from VISUAL DATA
CORPORATION, a Florida corporation (the "COMPANY"), 100,000 shares of Common
Stock of the Company (the "WARRANT SHARES"). The "EXERCISE PRICE" is $2.13 per
share. The Exercise Price and the number of shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. This Warrant is
being issued in connection with the Purchase Agreement dated December 8, 2000
(the "AGREEMENT") entered into between the Company and the Purchaser.

1.       Title of Warrant. Prior to the expiration hereof and subject to
         compliance with applicable laws, this Warrant and all rights hereunder
         are transferable, in whole or in respect of the right to purchase any
         part of the Warrant Shares, at the office or agency of the Company by
         the holder hereof in person or by duly authorized attorney, upon
         surrender of this Warrant together with (a) the Assignment Form annexed
         hereto properly endorsed, and (b) any other documentation reasonably
         necessary to satisfy the Company that such transfer is in compliance
         with all applicable securities laws.

2.       Authorization of Shares. The Company covenants that all shares of
         Common Stock which may be issued upon the exercise of rights
         represented by this Warrant will, upon exercise of the rights
         represented by this Warrant and payment of the Exercise Price as set
         forth herein will be duly authorized, validly issued, fully paid and
         nonassessable and free from all taxes, liens and charges in respect of
         the issue thereof (other than taxes in respect


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         of any transfer occurring contemporaneously with such issue or
         otherwise specified herein).

3.       Exercise of Warrant.

(a)      Exercise of the purchase rights represented by this Warrant may be made
         at any time or times, in whole or in part before the close of business
         on the Termination Date, by the surrender on any business day of this
         Warrant and the Notice of Exercise annexed hereto duly completed and
         executed, at the principal office of the Company (or such other office
         or agency of the Company as it may designate by notice in writing to
         the registered holder hereof at the address of such holder appearing on
         the books of the Company), together with delivery to the Company by
         such holder of all certifications or documentation reasonably necessary
         to establish, to the satisfaction of the Company, that any such
         exercise has been undertaken in compliance with all applicable federal
         and state securities laws, and upon payment of the full Exercise Price
         of the shares thereby purchased; whereupon the holder of this Warrant
         shall be entitled to receive a certificate for the number of shares of
         Common Stock so purchased. Certificates for shares purchased hereunder
         shall be delivered to the holder hereof within three (3) Trading Days
         after the date on which this Warrant shall have been exercised as
         aforesaid. Payment of the Exercise Price of the shares shall be by
         certified check or cashier's check or by wire transfer (of same day
         funds) to an account designated by the Company in an amount equal to
         the Exercise Price multiplied by the number of shares being purchased.

(b)      Alternatively[, AND ONLY IN THE EVENT THE WARRANT SHARES ARE NOT
         COVERED BY AN EFFECTIVE REGISTRATION STATEMENT,] the Warrant holder may
         exercise this Warrant, in whole or in part in a "cashless" or
         "net-issue" exercise by delivering to the offices of the Company or any
         transfer agent for the Common Stock this Warrant, together with a
         Notice of Exercise specifying the number of Warrant Shares to be
         delivered to such Warrant holder ("DELIVERABLE SHARES") and the number
         of Warrant Shares with respect to which this Warrant is being exercised
         ("EXERCISED SHARES").

         The number of Deliverable Shares shall be calculated as follows:

         # of Deliverable Shares = # of
                       Exercised Shares  x  Fair Market Value of Common Stock
                                            less Exercise Price
                                            ----------------------------------
                                            Fair Market  Value of Common Stock

         "FAIR MARKET VALUE" shall have the meaning specified in Section 12(c)

         In the event that the Warrant is not exercised in full, the number of
         Warrant Shares shall be reduced by the number of such Warrant Shares
         for which this Warrant is exercised and/or surrendered, and the
         Company, at its expense, shall within three (3) Trading Days issue and
         deliver to or upon the order of the Warrant holder a new Warrant of
         like tenor in the name of Warrant holder or as Warrant holder (upon
         payment by Warrant holder of any applicable transfer taxes) may
         request, reflecting such adjusted Warrant Shares.




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         All exercises will be deemed to occur as of the date of the Notice of
         Exercise, and certificates for shares of Common Stock purchased
         hereunder shall be delivered to the holder hereof within three (3)
         Trading Days after the date on which this Warrant shall have been
         exercised as aforesaid. The Warrant holder may withdraw its Notice of
         Exercise under Section 3(a) or 3(b) at any time thereafter if the
         Company fails to timely deliver the applicable certificates to the
         Warrant holder as provided in this Agreement.

(c)      In lieu of delivering physical certificates representing the Common
         Stock issuable upon exercise, provided the Company's transfer agent is
         participating in the Depository Trust Company ("DTC") Fast Automated
         Securities Transfer ("FAST") program, upon request of the Warrant
         Holder, the Company shall use its best efforts to cause its transfer
         agent to electronically transmit the Common Stock issuable upon
         exercise to the Warrant Holder by crediting the account of Warrant
         Holder's prime broker with DTC through its Deposit Withdrawal Agent
         Commission ("DWAC") system. The time periods for delivery described in
         the immediately preceding paragraph shall apply to the electronic
         transmittals described herein.

         The term "TRADING DAY" means (x) if the Common Stock is listed on the
         New York Stock Exchange or the American Stock Exchange, a day on which
         there is trading on such stock exchange, or (y) if the Common Stock is
         not listed on either of such stock exchanges but sale prices of the
         Common Stock are reported on an automated quotation system, a day on
         which trading is reported on the principal automated quotation system
         on which sales of the Common Stock are reported, or (z) if the
         foregoing provisions are inapplicable, a day on which quotations are
         reported by National Quotation Bureau Incorporated.

4.       No Fractional Shares or Scrip. No fractional shares or scrip
         representing fractional shares shall be issued upon the exercise of
         this Warrant.

5.       Charges, Taxes and Expenses. Issuance of certificates for shares of
         Common Stock upon the exercise of this Warrant shall be made without
         charge to the holder hereof for any issue or transfer tax or other
         incidental expense in respect of the issuance of such certificate, all
         of which taxes and expenses shall be paid by the Company, and such
         certificates shall be issued in the name of the holder of this Warrant
         or in such name or names as may be directed by the holder of this
         Warrant; provided, however, that in the event certificates for shares
         of Common Stock are to be issued in a name other than the name of the
         holder of this Warrant, this Warrant when surrendered for exercise
         shall be accompanied by the Assignment Form attached hereto duly
         executed by the holder hereof; and provided further, that the Company
         shall not be required to pay any tax or taxes which may be payable in
         respect of any transfer involved in the issuance of any Warrant
         certificates or any certificates for the Warrant Shares other than the
         issuance of a Warrant Certificate to the Purchaser in connection with
         the Purchaser's surrender of a Warrant Certificate upon the exercise of
         less than all of the Warrants evidenced thereby, and the Company shall
         not be required to issue or deliver such certificates unless or until
         the person or persons requesting the issuance thereof shall have paid
         to the Company



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         the amount of such tax or shall have established to the satisfaction of
         the Company that such tax has been paid.

6.       Closing of Books. The Company will at no time close its shareholder
         books or records in any manner which interferes with the timely
         exercise of this Warrant.

7.       No Rights as Shareholder until Exercise. Subject to Section 12 of this
         Warrant and the provisions of any other written agreement between the
         Company and the Purchaser, the Purchaser shall not be entitled to vote
         or receive dividends or be deemed the holder of Warrant Shares or any
         other securities of the Company that may at any time be issuable on the
         exercise hereof for any purpose, nor shall anything contained herein be
         construed to confer upon the Purchaser, as such, any of the rights of a
         stockholder of the Company or any right to vote for the election of
         directors or upon any matter submitted to stockholders at any meeting
         thereof, or to give or withhold consent to any corporate action
         (whether upon any recapitalization, issuance of stock, reclassification
         of stock, change of par value, or change of stock to no par value,
         consolidation, merger, conveyance or otherwise) or to receive notice of
         meetings, or to receive dividends or subscription rights or otherwise
         until the Warrant shall have been exercised as provided herein.
         However, at the time of the exercise of this Warrant pursuant to
         Section 3 hereof, the Warrant Shares so purchased hereunder shall be
         deemed to be issued to such holder as the record owner of such shares
         as of the close of business on the date on which this Warrant shall
         have been exercised.

8.       Assignment and Transfer of Warrant. This Warrant may be assigned in
         whole or in part by the surrender of this Warrant and the Assignment
         Form annexed hereto duly executed at the office of the Company (or such
         other office or agency of the Company as it may designate by notice in
         writing to the registered holder hereof at the address of such holder
         appearing on the books of the Company); provided, however, that this
         Warrant may not be resold or otherwise transferred except (i) in a
         transaction registered under the Securities Act of 1933, as amended
         (the "ACT"), or (ii) in a transaction pursuant to an exemption, if
         available, from registration under the Act and whereby, if requested by
         the Company, an opinion of counsel reasonably satisfactory to the
         Company is obtained by the holder of this Warrant to the effect that
         the transaction is so exempt.

9.       Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
         Company of evidence reasonably satisfactory to it of the loss, theft,
         destruction or mutilation of any Warrant or stock certificate
         representing the Warrant Shares, and in case of loss, theft or
         destruction, of indemnity reasonably satisfactory to it, and upon
         reimbursement to the Company of all reasonable expenses incidental
         thereto. Upon surrender and cancellation of such Warrant or stock
         certificate, if mutilated, the Company will make and deliver a new
         Warrant or stock certificate of like tenor and dated as of such
         cancellation, in lieu of this Warrant or stock certificate.

10.      Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
         taking of any action or the expiration of any right required or granted
         herein shall be a Saturday,



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         Sunday or a legal holiday, then such action may be taken or such right
         may be exercised on the next succeeding day not a legal holiday.

11.      Effect of Certain Events. If at any time while this Warrant or any
         portion thereof is outstanding and unexpired there shall be (i) a sale
         or conveyance of all or substantially all of the Company's assets or
         (ii) a transaction (by merger or otherwise) in which more than 50% of
         the voting power of the Company is disposed of (collectively, a "SALE
         OR MERGER TRANSACTION"), in which the consideration to be received by
         the Company or its shareholders consists solely of cash, and in case
         the Company shall at any time effect a Sale or Merger Transaction in
         which the consideration to be received by the Company or its
         shareholders consists in part of consideration other than cash, the
         holder of this Warrant shall have the right thereafter to purchase, by
         exercise of this Warrant and payment of the aggregate Exercise Price in
         effect immediately prior to such action, the kind and amount of shares
         and other securities and property which it would have owned or have
         been entitled to receive after the happening of such transaction had
         this Warrant been exercised immediately prior thereto, subject to
         further adjustment as provided in Section 12. Notwithstanding the
         above, a Sale or Merger Transaction shall not be deemed to occur in the
         event the Company is the acquiring entity in connection with an
         acquisition by the Company.

12.      Adjustments of Exercise Price and Number of Warrant Shares.

         The number of and kind of securities purchasable upon exercise of this
         Warrant and the Exercise Price shall be subject to adjustment from time
         to time as follows:

(a)      Subdivisions, Combinations and other Issuances. If the Company shall at
         any time after the date hereof but prior to the expiration of this
         Warrant subdivide its outstanding securities as to which purchase
         rights under this Warrant exist, by split-up, spin-off, or otherwise,
         or combine its outstanding securities as to which purchase rights under
         this Warrant exist, the number of Warrant Shares as to which this
         Warrant is exercisable as of the date of such subdivision, split-up,
         spin-off or combination shall forthwith be proportionately increased in
         the case of a subdivision, or proportionately decreased in the case of
         a combination. Appropriate proportional adjustments (decrease in the
         case of subdivision, increase in the case of combination) shall also be
         made to the Exercise Price payable per share, so that the aggregate
         Exercise Price payable for the total number of Warrant Shares
         purchasable under this Warrant as of such date shall remain the same as
         it would have been before such subdivision or combination.

(b)      Stock Dividend. If at any time after the date hereof the Company
         declares a dividend or other distribution on Common Stock payable in
         Common Stock or other securities or rights convertible into Common
         Stock ("COMMON STOCK EQUIVALENTS") without payment of any consideration
         by holders of Common Stock for the additional shares of Common Stock or
         the Common Stock Equivalents (including the additional shares of Common
         Stock issuable upon exercise or conversion thereof), then the number of
         shares of Common Stock for which this Warrant may be exercised shall be
         increased as of the



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         record date (or the date of such dividend distribution if no record
         date is set) for determining which holders of Common Stock shall be
         entitled to receive such dividends, in proportion to the increase in
         the number of outstanding shares (and shares of Common Stock issuable
         upon conversion of all such securities convertible into Common Stock)
         of Common Stock as a result of such dividend, and the Exercise Price
         shall be proportionately reduced so that the aggregate Exercise Price
         for all the Warrant Shares issuable hereunder immediately after the
         record date (or on the date of such distribution, if applicable), for
         such dividend shall equal the aggregate Exercise Price so payable
         immediately before such record date (or on the date of such
         distribution, if applicable).

(c)      Other Distributions. If at any time after the date hereof the Company
         distributes to all holders of its Common Stock, other than as part of
         its dissolution, liquidation or the winding up of its affairs, any
         shares of its capital stock, any evidence of indebtedness or any of its
         assets (other than Common Stock), then the number of Warrant Shares for
         which this Warrant is exercisable shall be increased to equal: (i) the
         number of Warrant Shares for which this Warrant is exercisable
         immediately prior to such event, (ii) multiplied by a fraction, (A) the
         numerator of which shall be the Fair Market Value (as defined below)
         per share of Common Stock on the record date for the dividend or
         distribution, and (B) the denominator of which shall be the Fair Market
         Value price per share of Common Stock on the record date for the
         dividend or distribution minus the amount allocable to one share of
         Common Stock of the value (as jointly determined in good faith by the
         Board of Directors of the Company and the Warrant holder) of any and
         all such evidences of indebtedness, shares of capital stock, other
         securities or property, so distributed. For purposes of this Warrant,
         "FAIR MARKET VALUE" shall equal the 10 Trading Day average closing
         trading price of the Common Stock on the Principal Market for the 10
         Trading Days preceding the date of determination or, if the Common
         Stock is not listed or admitted to trading on any Principal Market, the
         average of the closing bid and asked prices on the over-the-counter
         market as furnished by any New York Stock Exchange member firm
         reasonably selected from time to time by the Company for that purpose
         and reasonably acceptable to the Holder, or, if the Common Stock is not
         listed or admitted to trading on the Principal Market or traded
         over-the-counter and the average price cannot be determined as
         contemplated above, the Fair Market Value of the Common Stock shall be
         as reasonably determined in good faith by the Company's Board of
         Directors with the concurrence of the Holder. The Exercise Price shall
         be reduced to equal: (i) the Exercise Price in effect immediately
         before the occurrence of any event (ii) multiplied by a fraction, (A)
         the numerator of which is the number of Warrant Shares for which this
         Warrant is exercisable immediately before the adjustment, and (B) the
         denominator of which is the number of Warrant Shares for which this
         Warrant is exercisable immediately after the adjustment.

(d)      Merger, etc. If at any time after the date hereof there shall be a
         merger or consolidation of the Company with or into or a transfer of
         all or substantially all of the assets of the Company to another
         entity, then the Warrant Holder shall be entitled to receive upon or
         after such transfer, merger or consolidation becoming effective, and
         upon payment of the Exercise Price then in effect, the number of shares
         or other securities or property of the



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         Company or of the successor corporation resulting from such merger or
         consolidation, which would have been received by Warrant Holder for the
         shares of stock subject to this Warrant had this Warrant been exercised
         just prior to such transfer, merger or consolidation becoming effective
         or to the applicable record date thereof, as the case may be. The
         Company will not merge or consolidate with or into any other
         corporation, or sell or otherwise transfer its property, assets and
         business substantially as an entirety to another corporation, unless
         the corporation resulting from such merger or consolidation (if not the
         Company), or such transferee corporation, as the case may be, shall
         expressly assume in writing the due and punctual performance and
         observance of each and every covenant and condition of this Warrant to
         be performed and observed by the Company.

(e)      Reclassification, etc. If at any time after the date hereof there shall
         be a reorganization or reclassification of the securities as to which
         purchase rights under this Warrant exist into the same or a different
         number of securities of any other class or classes, then the Warrant
         Holder shall thereafter be entitled to receive upon exercise of this
         Warrant, during the period specified herein and upon payment of the
         Exercise Price then in effect, the number of shares or other securities
         or property resulting from such reorganization or reclassification,
         which would have been received by the Warrant Holder for the shares of
         stock subject to this Warrant had this Warrant at such time been
         exercised.

(f)      Exercise Price Adjustment. In the event that the Company issues or
         sells any Common Stock or securities which are convertible into or
         exchangeable for its Common Stock or any convertible securities, or any
         warrants or other rights to subscribe for or to purchase or any options
         for the purchase of its Common Stock or any such convertible securities
         (other than shares or options issued or which may be issued pursuant to
         (i) the Company's current or future employee, director or bona fide
         consultant options; (ii) shares issued upon exercise of options,
         warrants or rights outstanding on the date of the Agreement; provided
         that during the first year following the Closing Date (as defined in
         the Agreement) the total number of such shares and options which are
         vested and to be issued from the date hereof shall not exceed 1.5
         million; (iii) strategic corporate alliances not undertaken principally
         for financing purposes; (iv) arrangements with the Purchaser, (v)
         acquisitions of other entities by the Company; and (vi) warrants issued
         on customary terms in traditional bank financings) at an effective
         price per share which is less than the Exercise Price or the Fair
         Market Value, as the case may be, then in effect, then the Exercise
         Price in effect immediately prior to such issue or sale shall be
         reduced effective concurrently with such issue or sale to an amount
         determined by multiplying the Exercise Price then in effect by a
         fraction, (x) the numerator of which shall be the sum of (1) the number
         of shares of Common Stock outstanding immediately prior to such issue
         or sale, plus (2) the number of shares of Common Stock which the
         aggregate consideration received by the Company for such additional
         shares would purchase at such Exercise Price or Fair Market Value, as
         the case may be, then in effect; and (y) the denominator of which shall
         be the number of shares of Common Stock of the Company outstanding
         immediately after such issue or sale. In the event that the effective
         price per share referred to above is less than both the Exercise Price
         is less than both the Exercise Price and the Fair Market Value, then
         whichever adjustment leads to the largest decrease in the Exercise
         Price shall be made.



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         For the purposes of the foregoing adjustment, in the case of the
         issuance of any convertible securities, warrants, options or other
         rights to subscribe for or to purchase or exchange for, shares of
         Common Stock ("CONVERTIBLE SECURITIES"), the maximum number of shares
         of Common Stock issuable upon exercise, exchange or conversion of such
         Convertible Securities shall be deemed to be outstanding, provided that
         no further adjustment shall be made upon the actual issuance of Common
         Stock upon exercise, exchange or conversion of such Convertible
         Securities.

         The number of shares which may be purchased hereunder shall be
         increased proportionately to any reduction in Exercise Price pursuant
         to this paragraph 12(f), so that after such adjustments the aggregate
         Exercise Price payable hereunder for the increased number of shares
         shall be the same as the aggregate Exercise Price in effect just prior
         to such adjustments.

13.      Voluntary Adjustment by the Company. The Company may at its option, at
         any time during the term of this Warrant, reduce but not increase the
         then current Exercise Price to any amount and for any period of time
         deemed appropriate by the Board of Directors of the Company.

14.      Notice of Adjustment. Whenever the number of Warrant Shares or number
         or kind of securities or other property purchasable upon the exercise
         of this Warrant or the Exercise Price is adjusted, the Company shall
         promptly mail to the holder of this Warrant a notice setting forth the
         number of Warrant Shares (and other securities or property) purchasable
         upon the exercise of this Warrant and the Exercise Price of such
         Warrant Shares after such adjustment and setting forth a brief
         statement of the facts requiring such adjustment.

15.      Authorized Shares. The Company covenants that during the period the
         Warrant is outstanding and exercisable, it will reserve from its
         authorized and unissued Common Stock a sufficient number of shares to
         provide for the issuance of the Warrant Shares upon the exercise of any
         purchase rights under this Warrant. The Company further covenants that
         its issuance of this Warrant shall constitute full authority to its
         officers who are charged with the duty of executing stock certificates
         to execute and issue the necessary certificates for the Warrant Shares
         upon the exercise of the purchase rights under this Warrant. The
         Company will take all such reasonable action as may be necessary to
         assure that such Warrant Shares may be issued as provided herein
         without violation of any applicable law or regulation, or of any
         requirements of the American Stock Exchange or any domestic securities
         exchange upon which the Common Stock may be listed.

16.      9.9% Limitation.

(a)      Notwithstanding anything to the contrary contained herein, the number
         of shares of Common Stock that may be acquired by the Purchaser upon
         exercise pursuant to the terms hereof shall not exceed a number that,
         when added to the total number of shares of Common Stock deemed
         beneficially owned by such holder (other than by virtue of the
         ownership of securities or rights to acquire securities (including the
         Warrant) that have



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         limitations on the Purchaser's right to convert, exercise or purchase
         similar to the limitation set forth herein), together with all shares
         of Common Stock deemed beneficially owned (other than by virtue of the
         ownership of securities or rights to acquire securities (including the
         Warrant) that have limitations on the right to convert, exercise or
         purchase similar to the limitation set forth herein) by the holder's
         "affiliates" (as defined Rule 144 of the Act) ("AGGREGATION PARTIES")
         that would be aggregated for purposes of determining whether a group
         under Section 13(d) of the Securities Exchange Act of 1934, as amended,
         exists, would exceed 9.99% of the total issued and outstanding shares
         of the Company's Common Stock (the "RESTRICTED OWNERSHIP PERCENTAGE").
         Each Holder shall have the right (w) at any time and from time to time
         to reduce its Restricted Ownership Percentage immediately upon notice
         to the Company and (x) at any time and from time to time, to increase
         its Restricted Ownership Percentage immediately in the event of the
         announcement as pending or planned of an event of:

         (i)      any consolidation or merger of the Company with or into any
                  other corporation or other entity or person (whether or not
                  the Company is the surviving corporation), or any other
                  corporate reorganization or transaction or series of related
                  transactions in which in excess of 50% of the Company's voting
                  power is transferred through a merger, consolidation, tender
                  offer or similar transaction,

         (ii)     any person (as defined in Section 13(d) of the Exchange Act),
                  together with its affiliates and associates (as such terms are
                  defined in Rule 405 under the 1933 Act), beneficially owns or
                  is deemed to beneficially own (as described in Rule 13d-3
                  under the Exchange Act without regard to the 60-day exercise
                  period) in excess of 50% of the Company's voting power,

         (iii)    there is a replacement of more than one-half of the members of
                  the Company's Board of Directors which is not approved by
                  those individuals who are members of the Company's Board of
                  Directors on the date thereof, in one or a series of related
                  transactions, or

         (iv)     a sale or transfer of all or substantially all of the assets
                  of the Company, determined on a consolidated basis.

(b)      The Purchaser covenants at all times on each day (each such day being
         referred to as a "COVENANT DAY") as follows: During the balance of such
         Covenant Day and the succeeding sixty-one (61) days (the balance of
         such Covenant Day and the succeeding 61 days being referred to as the
         "COVENANT PERIOD") such Purchaser will not acquire shares of Common
         Stock pursuant to any right (including the exercise of the Warrant)
         existing at the commencement of the Covenant Period to the extent the
         number of shares so acquired by such holder and its Aggregation Parties
         (ignoring all dispositions) would exceed:

         (x)      the Restricted Ownership Percentage of the total number of
                  shares of Common Stock outstanding at the commencement of the
                  Covenant Period,



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         minus

         (y)      the number of shares of Common Stock owned by such holder and
                  its Aggregation Parties at the commencement of the Covenant
                  Period.

                  A new and independent covenant will be deemed to be given by
         the holder as of each moment of each Covenant Day. No covenant will
         terminate, diminish or modify any other covenant. The holder agrees to
         comply with each such covenant. This Section 16 controls in the case of
         any conflict with any other provision of the Transaction Documents.

                  The Company's obligation to issue shares of Common Stock which
         would exceed such limits referred to in this Section 16 shall be
         suspended to the extent necessary until such time, if any, as shares of
         Common Stock may be issued in compliance with such restrictions.

17.      Compliance with Securities Laws.

(a)      The holder hereof acknowledges that the Warrant Shares acquired upon
         the exercise of this Warrant, if not registered (or if no exemption
         from registration exists), will have restrictions upon resale imposed
         by state and federal securities laws. Each certificate representing the
         Warrant Shares issued to the Holder upon exercise (if not registered or
         if no exemption from registration exists) will bear the following
         legend:

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
         COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
         AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE
         DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
         IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS,
         BASED ON AN OPINION LETTER OF COUNSEL REASONABLY SATISFACTORY TO THE
         COMPANY OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
         COMMISSION.

(b)      Without limiting the Purchaser's right to transfer, assign or otherwise
         convey the Warrant or Warrant Shares in compliance with all applicable
         securities laws, the Purchaser of this Warrant, by acceptance hereof,
         acknowledges that this Warrant and the Warrant Shares to be issued upon
         exercise hereof are being acquired solely for the Purchaser's own
         account and not as a nominee for any other party, and that the
         Purchaser will not offer, sell or otherwise dispose of this Warrant or
         any Warrant Shares to be issued upon exercise hereof except under
         circumstances that will not result in a violation of applicable federal



                                       10
<PAGE>   11

         and state securities laws. Upon exercise of this Warrant, the Purchaser
         shall, if requested by the Company, confirm in writing, in a form
         satisfactory to the Company, that the Warrant Shares of Common Stock so
         purchased are being acquired solely for the Purchaser's own account and
         not as a nominee for any other party, and not with a view toward
         distribution or resale in violation of applicable securities laws.

(c)      Neither this Warrant nor any Share of Common Stock issued upon exercise
         of this Warrant may be offered for sale or sold, or otherwise
         transferred or sold in any transaction which would constitute a sale
         thereof within the meaning of the Act, unless (i) such security has
         been registered for sale under the Act and registered or qualified
         under applicable state securities laws relating to the offer an sale of
         securities, or (ii) exemptions from the registration requirements of
         the Act and the registration or qualification requirements of all such
         state securities laws are available and the Company shall have received
         an opinion of counsel that the proposed sale or other disposition of
         such securities may be effected without registration under the Act,
         such counsel and such opinion to be reasonably satisfactory to the
         Company.

(d)      Purchaser recognizes that investing in the Warrant and the Warrant
         Shares involves a high degree of risk, and Purchaser is in a financial
         position to hold the Warrant and the Warrant Shares indefinitely and is
         able to bear the economic risk and withstand a complete loss of its
         investment in the Warrant and the Warrant Shares. The Purchaser is a
         sophisticated Purchaser and is capable of evaluating the merits and
         risks of investing in the Company. The Purchaser has had an opportunity
         to discuss the Company's business, management and financial affairs
         with the Company's management, has been given full and complete access
         to information concerning the Company, and has utilized such access to
         its satisfaction for the purpose of obtaining information or verifying
         information and have had the opportunity to inspect the Company's
         operation. Purchaser has had the opportunity to ask questions of, and
         receive answers from, the management of the Company (and any person
         acting on its behalf) concerning the Warrant and the Warrant Shares and
         the agreements and transactions contemplated hereby, and to obtain any
         additional information as Purchaser may have requested in making its
         investment decision. The initial Purchaser in this Warrant is an
         "Accredited Investor", as defined by Regulation D promulgated under the
         Act.

18.      Miscellaneous.

(a)      Issue Date; Choice Of Law; Venue; Jurisdiction. THE PROVISIONS OF THIS
         WARRANT SHALL BE CONSTRUED AND SHALL BE GIVEN EFFECT IN ALL RESPECTS AS
         IF IT HAD BEEN ISSUED AND DELIVERED BY THE COMPANY ON THE DATE HEREOF.
         THIS WARRANT SHALL BE BINDING UPON ANY SUCCESSORS OR ASSIGNS OF THE
         COMPANY. THIS WARRANT WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
         AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, EXCEPT FOR MATTERS
         ARISING UNDER THE ACT, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF
         LAW. EACH OF THE PARTIES CONSENTS TO THE EXCLUSIVE JURISDICTION



                                       11
<PAGE>   12

         OF THE U.S. DISTRICT COURT SITTING IN THE STATE OF CITY OF NEW YORK IN
         THE STATE OF NEW YORK IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS
         WARRANT 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 JURISDICTION. EACH PARTY
         HEREBY AGREES THAT IF THE OTHER PARTY TO THIS WARRANT 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
         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 WARRANT 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 IN
         ACCORDANCE WITH SECTION 18(C). NOTHING HEREIN SHALL AFFECT THE RIGHT OF
         ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH
         PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.

(b)      Modification and Waiver. This Warrant and any provisions hereof may be
         changed, waived, discharged or terminated only by an instrument in
         writing signed by the party against which enforcement of the same is
         sought. Any amendment effected in accordance with this paragraph shall
         be binding upon the Purchaser, each future holder of this Warrant and
         the Company. No waivers of, or exceptions to, any term, condition or
         provision of this Warrant, in any one or more instances, shall be
         deemed to be, or construed as, a further or continuing waiver of any
         such term, condition or provision.

(c)      Notices. Any notice, request or other document required or permitted to
         be given or delivered to the Purchaser or future holders hereof or the
         Company shall be personally delivered or shall be sent by certified or
         registered mail, postage prepaid, to the Purchaser or each such holder
         at its address as shown on the books of the Company or to the Company
         at the address set forth in the Agreement. All notices under this
         Warrant shall be deemed to have been given when received.

         A party may from time to time change the address to which notices to it
         are to be delivered or mailed hereunder by notice in accordance with
         the provisions of this Section 18(c).

(d)      Severability. Whenever possible, each provision of this Warrant shall
         be interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this Warrant is held to be
         invalid, illegal or unenforceable in any respect under any applicable
         law or rule in any jurisdiction, such invalidity, illegality or
         unenforceability shall not affect the validity, legality or
         enforceability of any other provision of this Warrant in such




                                       12
<PAGE>   13

         jurisdiction or affect the validity, legality or enforceability of any
         provision in any other jurisdiction, but this Warrant shall be
         reformed, construed and enforced in such jurisdiction as if such
         invalid, illegal or unenforceable provision had never been contained
         herein.

(e)      No Impairment. 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 of this Warrant, but will at all times
         in good faith assist in the carrying out of all such terms and in the
         taking of all such action as may be necessary or reasonably appropriate
         in order to protect the rights of the Warrant Holder against
         impairment. Without limiting the generality of the foregoing, the
         Company (a) will not increase the par value of any Warrant Shares above
         the amount payable therefor on such exercise, and (b) will take all
         such action as may be reasonably necessary or appropriate in order that
         the Company may validly and legally issue fully paid and nonassessable
         Warrant Shares on the exercise of this Warrant.







                                       13
<PAGE>   14

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officers thereunto duly authorized.

Dated:  December 8, 2000


                                    VISUAL DATA CORPORATION



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

Agreed and Accepted
this 8th day of December, 2000


PALLADIN OPPORTUNITY FUND, L.L.C.



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










                                       14
<PAGE>   15

                               NOTICE OF EXERCISE

To:      VISUAL DATA CORPORATION

(1)      The undersigned hereby elects:

         (A) to purchase ________ shares of Common Stock of Visual Data
Corporation pursuant to the terms of the attached Warrant, and tenders herewith
payment of the Exercise Price in full, together with all applicable transfer
taxes, if any.

         (B) in a "cashless" or "net-issue exercise" for, and to purchase
thereunder, ______ shares of Common Stock, and herewith makes payment therefor
with _______ Surrendered Shares.

(2) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:

                           -------------------------------
                           (Name)

                           -------------------------------
                           (Address)

                           -------------------------------

(3) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:

                           Other Name:
                                       --------------------





                                     -----------------------------------
                                     (Name)

--------------------                 -----------------------------------
(Date)                               (Signature)

                                     -----------------------------------
                                     (Address)


<PAGE>   16
                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

                  FOR VALUE RECEIVED, the foregoing Warrant of Visual Data
Corporation and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.



_______________________________________________________________

                                         Dated:  ______________,

              Holder's Signature: _____________________________

                 Holder's Address:_____________________________

                                  _____________________________



Signature Guaranteed:  ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.