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                                                                     EXHIBIT 4.3

                                                              [ONE 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. 1

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

                             VISUAL DATA CORPORATION

     THIS CERTIFIES that, for value received, HALIFAX FUND, L.P. (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, 2001 (the "TERMINATION DATE"),
but not thereafter, to subscribe for and purchase from VISUAL DATA CORPORATION,
a Florida corporation (the "COMPANY"), 250,000 shares of Common Stock of the
Company (the "WARRANT SHARES"). The "EXERCISE PRICE" is $4.00 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.

     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.

     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) at
     any time thereafter if the Company fails to timely deliver the applicable
     certificates to the Warrant holder as provided in this Agreement.

(b)  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



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     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
     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


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     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, 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



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     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.




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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 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



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     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 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.



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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 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:




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     (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,

     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


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     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 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


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     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 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.



                                       11
<PAGE>   12

     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 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



                                       12
<PAGE>   13

     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

HALIFAX FUND, L.P.


By: __________________________
    Name:
    Title:








                                       14


<PAGE>   15


                               NOTICE OF EXERCISE

To:  VISUAL DATA CORPORATION

(1)  The undersigned hereby elects:

     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.

(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.