Sample Business Contracts

Employment Agreement - Visual Data Corp. and Gail Babitt

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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         THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into as of the 15th day of October, 2001 and to be effective as of the
1st day of January, 2002 (the "Effective Date"), between Visual Data
Corporation, a Florida corporation, whose principal place of business is 1291
S.W. 29th Avenue, Pompano Beach, Florida 33069 (the "Company") and Gail Babitt,
an individual whose address is 1409 N.E. 17th Avenue, Fort Lauderdale, Florida
33304 (the "Executive").


         A. The Company is a Florida corporation and is principally engaged in
the business of acquisition, marketing, development, distribution, and product
production of video information including hotel, resort and attraction specific
travel related information (the "Business").

         B. The Company presently employs the Executive and desires to continue
to employ the Executive and the Executive desires to continue in the employ of
the Company.

         C. The Company has established a valuable reputation and goodwill in
the Business.

         D. The Executive, by virtue of the Executive's employment with the
Company has become familiar with and possessed with the manner, methods, trade
secrets and other confidential information pertaining to the Company's business,
including the Company's client base.

         E. Any and all options granted to Executive preceding this Agreement
shall continue and not expire as a result of any options issued under this

         NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Company and the Executive do hereby agree as follows:

         1. RECITALS. The above recitals are true, correct, and are herein
incorporated by reference.

         2. EMPLOYMENT. The Company hereby employs the Executive, and the
Executive hereby accepts employment, upon the terms and conditions hereinafter
set forth.



                  a. DUTIES AND RESPONSIBILITIES. During the term of this
Agreement, the Executive shall serve as the Chief Financial Officer of the
Company and shall have general executive operating supervision over the
financial aspects and affairs of the Company, its subsidiaries and divisions,
subject to the guidelines and direction of the Board of Directors of the

                  b. TIME DEVOTED. Throughout the term of the Agreement, the
Executive shall devote substantially all of the Executive's business time and
attention to the business and affairs of the Company consistent with the
Executive's senior executive position with the Company, except for reasonable
vacations and except for illness or incapacity, but nothing in the Agreement
shall preclude the Executive from engaging in personal business including as a
member of the board of directors of related companies, charitable and community
affairs, provided that such activities do not interfere with the regular
performance of the Executive's duties and responsibilities under this Agreement.

         4. TERM. The Term of employment hereunder will commence on the date as
set forth above and terminate two (2) years from the Effective Date, and such
term shall automatically be extended for successive one (1) year terms
thereafter only upon the parties mutual consent, in writing, to extend the terms
of the Agreement.


                  a. SALARY. The Executive shall be paid a base salary (the
"Base Salary"), payable semi-monthly, at an annual rate of no less than One
Hundred Fifty-Five Thousand Dollars ($155,000) beginning January 1, 2002, with
annual incremental increases of ten (10%) percent per year, to be effective on
the anniversary date of this Agreement.

                  b. STOCK OPTIONS. The Executive shall be granted options
("Options") to purchase an aggregate of 100,000 shares of Common Stock at an
exercise price of $.75; such Options will be exercisable for a period of four
(4) years from the date of vesting, unless sooner terminated as described
herein. The Options shall vest, for the first year of this Agreement, in an
installment of 50,000 options; and shall vest for the following year in an
installment of 50,000 options. The options shall vest on each anniversary of the
Effective Date of this Agreement, subject to anti-dilution provisions relating
to adjustments in the event that the Company, among other things, declares stock
dividends, effects forward or reverse stock splits. In addition, the Options
shall automatically vest upon the happening of the following events: (i) change
of control of the Company, as defined herein; or (ii) termination of the
Executive other than for Cause, as defined herein. The unvested Options shall
automatically terminate upon the happening of the following: (i) the Executive's
termination for Cause, as defined herein; and (ii) the Executive's voluntary


                  c. EXECUTIVE BENEFITS. The Executive shall be entitled to
participate in all benefit programs of the Company currently existing or
hereafter made available to executives and/or other salaried employees,
including, but not limited to, pension and other retirement plans, group life
insurance, hospitalization, surgical and major medical coverage, sick leave,
disability and salary continuation, vacation and holidays, cellular telephone
and all related costs and expenses, long-term disability, and other fringe

                  d. VACATION. During each fiscal year of the Company, the
Executive shall be entitled to reasonable vacation time and to utilize such
vacation as the Executive shall determine; provided however, that the Executive
shall evidence reasonable judgment with regard to appropriate vacation
scheduling. Notwithstanding the foregoing, Executive shall be entitled to four
(4) weeks vacation per year, with unused vacation accruing to the following

                  e. BUSINESS EXPENSE REIMBURSEMENT. During the Term of
employment, the Executive shall be entitled to receive proper reimbursement for
all reasonable, out-of-pocket expenses incurred by the Executive (in accordance
with the policies and procedures established by the Company for its senior
executive officers) in performing services hereunder, provided the Executive
properly accounts therefor.

                  f. AUTOMOBILE EXPENSES. The Company shall provide the
Executive with an automobile allowance not to exceed $750.00 per month. The
Company shall pay all insurance premiums and maintenance for the automobile that
is the subject of the automobile allowance.

shall provide to the Executive, in the Executive's sole discretion (i) a
membership in a social, charitable or religious organization or club, which
membership shall be either in the name of the Executive or in the name of the
Company, as determined by the Executive; or (ii) an equivalent dollar amount of
charitable donations or contributions shall be made, which amounts and which
charities shall be determined in the sole discretion of the Executive; provided
that such Membership Dues and Charitable Contributions shall not exceed Five
Thousand Dollars ($5,000) per year.

                  h. PLACE OF EMPLOYMENT - MOVING ALLOWANCE. This Agreement is
entered into on the basis that the principal place of business of the Company,
and the location from which Executive is to be based for the performance of his
services hereunder, is Pompano Beach, Florida. In the event that the Company
shall change the location of Company's principal office, or otherwise require
Executive to be based and/or to operate from another location which is more than
fifty (50) miles further from Executive's then-current residence to the
Company's current headquarters office at 1291 S.W. 29th Avenue, Pompano Beach,


Florida 33069, Company shall reimburse Executive for all moving and relocation
expenses paid or incurred in connection with Executive's relocation to a new
residence closer to Company's new principal office.


                  a. DEATH. In the event of the death of the Executive during
the Term, salary shall be paid to the Executive's designated beneficiary, or, in
the absence of such designation, to the estate or other legal representative of
the Executive for a period of six (6) months from and after the date of death.
Other death benefits will be determined in accordance with the terms of the
Company's benefit programs and plans.

                  b. DISABILITY.

                           (1) In the event of the Executive's disability, as
         hereinafter defined, the Executive shall be entitled to compensation in
         accordance with the Company's disability compensation practice for
         senior executives, including any separate arrangement or policy
         covering the Executive, but in all events the Executive shall continue
         to receive the Executive's salary for a period, at the annual rate in
         effect immediately prior to the commencement of disability, of not less
         than 180 days from the date on which the disability has been deemed to
         occur as hereinafter provided below. Any amounts provided for in this
         Section 6(b) shall not be offset by other long-term disability benefits
         provided to the Executive by the Company.

                           (2) "Disability," for the purposes of this Agreement,
         shall be deemed to have occurred in the event (A) the Executive is
         unable by reason of sickness or accident to perform the Executive's
         duties under this Agreement for an aggregate of 180 days in any
         twelve-month period or (B) the Executive has a guardian of the person
         or estate appointed by a court of competent jurisdiction. Termination
         due to disability shall be deemed to have occurred upon the first day
         of the month following the determination of disability as defined in
         the preceding sentence.

                           Anything herein to the contrary notwithstanding, if,
         following a termination of employment hereunder due to disability as
         provided in the preceding paragraph, the Executive becomes reemployed,
         whether as an Executive or a consultant to the Company, any salary,
         annual incentive payments or other benefits earned by the Executive
         from such reemployment shall offset any salary continuation due to the
         Executive hereunder commencing with the date of re-employment.



                           (1) Nothing herein shall prevent the Company from
         terminating Employment for "Cause," as hereinafter defined. The
         Executive shall continue to receive salary only for the period ending
         upon such termination. Any rights and benefits the Executive may have
         in respect of any other compensation shall be determined in accordance
         with the terms of such other compensation arrangements or such plans or

                           (2) "Cause" shall mean and include those actions or
         events specified below in subsections (A) through (E) to the extent the
         same occur, or the events constituting the same take place, subsequent
         to the date of execution of this Agreement: (A) Committing or
         participating in an injurious act of fraud, gross neglect or
         embezzlement against the Company; (B) committing or participating in
         any other injurious act or omission wantonly, willfully, recklessly or
         in a manner which was grossly negligent against the Company, monetarily
         or otherwise; (C) engaging in a criminal enterprise involving moral
         turpitude; (D) conviction of an act or acts constituting a felony under
         the laws of the United States or any state thereof; or (E) any
         assignment of this Agreement by the Executive in violation of Section
         14 of this Agreement. No actions, events or circumstances occurring or
         taking place at any time prior to the date of this Agreement shall in
         any event constitute or provide any basis for any termination of this
         Agreement for Cause;

                           (3) Notwithstanding anything else contained in this
         Agreement, this Agreement will not be deemed to have been terminated
         for Cause unless and until there shall have been delivered to the
         Executive a notice of termination stating that the Executive committed
         one of the types of conduct set forth in this Section 6(c) contained in
         this Agreement and specifying the particulars thereof and the Executive
         shall be given a thirty (30) day period to cure such conduct, if

foregoing notwithstanding, the Company may terminate the Executive's employment
for whatever reason it deems appropriate; provided, however, that in the event
such termination is not based on Cause, as provided in Section 6(c) above, the
Company may terminate this Agreement upon giving three (3) months' prior written
notice. During such three (3) month period, the Executive shall continue to
perform the Executive's duties pursuant to this Agreement, and the Company shall
continue to compensate the Executive in accordance with this Agreement.
Subsequent to such three month period, the Executive shall be entitled to
receive Compensation and Benefits, in accordance with this Agreement, for a
period of six months, including all benefits the Executive is entitled to under
this agreement or additional benefits as provided by the Company to other
Executives. All options granted to the Executive prior to the date termination
shall become fully vested upon termination and will have the right of exercise
through the termination date of the individual option grant, or the maximum
allowable by law, as if the Executive were still employed by the Company.


                  e. VOLUNTARY TERMINATION. In the event the Executive
terminates the Executive's employment on the Executive's own volition (except as
provided in Section 6(g)) prior to the expiration of the Term of this Agreement,
including any renewals thereof, such termination shall constitute a voluntary
termination and in such event the Executive shall be limited to the same rights
and benefits as provided in connection with a termination for Cause as provided
in Section 6(c). Notwithstanding the provisions of this Subsection (e), in the
event the Executive gives the Company two (2) months written notice of her
intent to voluntarily terminate this Agreement, she will be entitled to continue
to receive compensation in accordance with this Agreement during such period as
well as for one month subsequent to termination.

                  f. Omitted.


                           (1) In the event that a "Change in Control" of the
         Company shall occur at any time during the Term hereof, the Executive
         shall have the right to terminate the Executive's employment under this
         Agreement upon thirty (30) days written notice given at any time within
         one year after the occurrence of such event, and such termination of
         the Executive's employment with the Company pursuant to this Section
         6(g)(1), and, in any such event, such termination shall be deemed to be
         a Termination by the Company other than for Cause and the Executive
         shall be entitled to such Compensation and Benefits as set forth in
         Subsection 6(h) of this Agreement.

                           (2) For purposes of this Agreement, a "Change in
         Control" of the Company shall mean a change in control (A) as set forth
         in Section 280G of the Internal Revenue Code or (B) of a nature that
         would be required to be reported in response to Item 1 of the current
         report on Form 8K, as in effect on the date hereof, pursuant to Section
         13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
         Act"); provided that, without limitation, such a change in control
         shall be deemed to have occurred at such time as:

                                    (A) any "person", other than the Executive,
                  (as such term is used in Section 13(d) and 14(d) of the
                  Exchange Act) is or becomes the "beneficial owner" (as defined
                  in Rule 13d-3 under the Exchange Act), directly or indirectly,
                  of securities of the Company representing fifty percent (50%)
                  or more of the combined voting power of the Company's
                  outstanding securities then having the right to vote at
                  elections of directors; or,

                                    (B) there is a failure to elect three or
                  more (or such number of directors as would constitute a
                  majority of the Board of Directors) candidates nominated by


                  management of the Company to the Board of Directors; or

                                    (C) the individuals who at the commencement
                  date of the Agreement constitute the Board of Directors cease
                  for any reason to constitute a majority thereof unless the
                  election, or nomination for election, of each new director was
                  approved by a vote of at least two thirds of the directors
                  then in office who were directors at the commencement of the
                  Agreement; or

                                    (D) the business of the Company for which
                  the Executive's services are principally performed is disposed
                  of by the Company pursuant to a partial or complete
                  liquidation of the Company, a sale of assets (including stock
                  of a subsidiary of the Company) or otherwise.

Anything herein to the contrary notwithstanding, this Section 6(g)(2) will not
apply where the Executive gives the Executive's explicit written waiver stating
that for the purposes of this Section 6(g)(2) a Change in Control shall not be
deemed to have occurred. The Executive's participation in any negotiations or
other matters in relation to a Change in Control shall in no way constitute such
a waiver which can only be given by an explicit written waiver as provided in
the preceding sentence.

                           (3) In the event that, within twelve (12) months of
         any Change in Control of the Company or any "Attempted Change in
         Control," as hereinafter defined of the Company, the Company terminates
         the employment of the Executive under this Agreement, other than for
         Cause as defined in Section 6(d), then, in any such event, such
         termination shall be deemed to be a Termination by the Company other
         than for Cause and the Executive shall be entitled to such Compensation
         and Benefits as set forth in Subsection 6(h) of this Agreement.

                  An "Attempted Change in Control" shall be deemed to have
occurred if any substantial attempt, accompanied by significant work efforts and
expenditures of money, is made to accomplish a Change in Control, as described
in subparagraphs (A), (B), (C) or (D) above whether or not such attempt is made
with the approval of a majority of the then current members of the Board of

EMPLOYMENT. In the event of any termination of Executive's employment other than
for Cause under Section 6(d), on the effective date of any such termination, the
Executive shall be entitled to receive the following:

                           (1) All life, disability, health insurance and other
         benefits pursuant to Section 5, to which she was entitled to continue
         to receive thirty (30) days prior to the Effective Date of such


         termination, for a period of one (1) year and which benefits shall be
         made for such period (as determined herein) following the effective
         date of such termination; plus

                           (2) All Options granted herein or any previous
         grants, vested or unvested, that the Executive is the holder of will be
         immediately vested hereunder. Executive will have the right to exercise
         all Options through the termination date of the individual option
         grant, or the maximum allowable by law, as if the Executive were still
         employed by the Company.


                  a. COVENANT NOT TO COMPETE. The Executive acknowledges and
recognizes the highly competitive nature of the Company's business and the
goodwill, continued patronage, and specifically the names and addresses of the
Company's Clients (as hereinafter defined) constitute a substantial asset of the
Company having been acquired through considerable time, money and effort.
Accordingly, in consideration of the execution of this Agreement, in the event
the Executive's employment is terminated by reason of disability pursuant to
Section 6(b) or for Cause pursuant to Section 6(c), then the Executive agrees to
the following:

                           (1) That during the Restricted Period (as hereinafter
         defined) and within the Restricted Area (as hereinafter defined), the
         Executive will not, individually or in conjunction with others,
         directly or indirectly, engage in any Competitive Business Activities
         (as hereinafter defined), whether as an officer, director, proprietor,
         employer, partner, independent contractor, investor (other than as a
         holder solely as an investment of less than 1% of the outstanding
         capital stock of a publicly traded corporation), consultant, advisor or

                           (2) That during the Restricted Period and within the
         Restricted Area, the Executive will not, directly or indirectly,
         compete with the Company by soliciting, inducing or influencing any of
         the Company's Clients which have a business relationship with the
         Company at the time during the Restricted Period to discontinue or
         reduce the extent of such relationship with the Company.

                  b. NON-DISCLOSURE OF INFORMATION. In the event Executive's
employment has been terminated pursuant to either Section 6(b) or Section 6(c)
hereof, Executive agrees that, during the Restricted Period, Executive will not
use or disclose any Proprietary Information of the Company for the Executive's
own purposes or for the benefit of any entity engaged in Competitive Business
Activities. As used herein, the term "Proprietary Information" shall mean trade
secrets or confidential proprietary information of the Company which are
material to the conduct of the business of the Company. No information can be
considered Proprietary Information unless the same is a unique process or method
material to the conduct of Company's Business, or is a customer list or similar


list of persons engaged in business activities with Company, or if the same is
otherwise in the public domain or is required to be disclosed by order of any
court or by reason of any statute, law, rule, regulation, ordinance or other
governmental requirement. Executive further agrees that in the event his
employment is terminated pursuant to Sections 6(b) or 6(c) above, all Documents
in his possession at the time of his termination shall be returned to the
Company at the Company's principal place of business.

                  c. DOCUMENTS. "Documents" shall mean all original written,
recorded, or graphic matters whatsoever, and any and all copies thereof,
including, but not limited to: papers; books; records; tangible things;
correspondence; communications; telex messages; memoranda; work-papers; reports;
affidavits; statements; summaries; analyses; evaluations; client records and
information; agreements; agendas; advertisements; instructions; charges;
manuals; brochures; publications; directories; industry lists; schedules; price
lists; client lists; statistical records; training manuals; computer printouts;
books of account, records and invoices reflecting business operations; all
things similar to any of the foregoing however denominated. In all cases where
originals are not available, the term "Documents" shall also mean identical
copies of original documents or non-identical copies thereof.

                  d. COMPANY'S CLIENTS. The "Company's Clients" shall be deemed
to be any partnerships, corporations, professional associations or other
business organizations for whom the Company has performed Business Activities.

                  e. RESTRICTIVE PERIOD. The "Restrictive Period" shall be
deemed to be twelve (12) months following termination of this Agreement pursuant
to Sections 6(b) or 6(c) of this Agreement.

                  f. RESTRICTED AREA. The "Restricted Area" shall, if this
Agreement has been terminated pursuant to Section 6(b) or 6(c), be the area
commonly included as part of the "Standard Metropolitan Statistical Area" of
Pompano Beach, Florida.

                  g. COMPETITIVE BUSINESS ACTIVITIES. The term "Competitive
Business Activities" as used herein shall be deemed to mean the Business.

understood by and between the parties hereto that the foregoing covenants
contained in Sections 7(a) and (b) are essential elements of this Agreement, and
that but for the agreement by the Executive to comply with such covenants, the
Company would not have agreed to enter into this Agreement. Such covenants by
the Executive shall be construed to be agreements independent of any other
provisions of this Agreement. The existence of any other claim or cause of


action, whether predicated on any other provision in this Agreement, or
otherwise, as a result of the relationship between the parties shall not
constitute a defense to the enforcement of such covenants against the Executive.

                  i. SURVIVAL AFTER TERMINATION OF AGREEMENT. Notwithstanding
anything to the contrary contained in this Agreement, the covenants in Sections
7(a) and (b) shall survive the termination of this Agreement and the Executive's
employment with the Company.

                  j. REMEDIES.

                           (1) The Executive acknowledges and agrees that the
         Company's remedy at law for a breach or threatened breach of any of the
         provisions of Section 7(a) or (b) herein would be inadequate and a
         breach thereof will cause irreparable harm to the Company. In
         recognition of this fact, in the event of a breach by the Executive of
         any of the provisions of Section 7(a) or (b), the Executive agrees
         that, in addition to any remedy at law available to the Company,
         including, but not limited to monetary damages, all rights of the
         Executive to payment or otherwise under this Agreement and all amounts
         then or thereafter due to the Executive from the Company under this
         Agreement may be terminated and the Company, without posting any bond,
         shall be entitled to obtain, and the Executive agrees not to oppose the
         Company's request for equitable relief in the form of specific
         performance, temporary restraining order, temporary or permanent
         injunction or any other equitable remedy which may then be available to
         the Company.

                           (2) The Executive acknowledges that the granting of a
         temporary injunction, temporary restraining order or permanent
         injunction merely prohibiting the use of Proprietary Information would
         not be an adequate remedy upon breach or threatened breach of Section
         7(a) or (b) and consequently agrees, upon proof of any such breach, to
         the granting of injunctive relief prohibiting any form of competition
         with the Company. Nothing herein contained shall be construed as
         prohibiting the Company from pursuing any other remedies available to
         it for such breach or threatened breach.


                  a. The Executive shall continue to be covered by the Articles
of Incorporation and/or the Bylaws of the Company with respect to matters
occurring on or prior to the date of termination of the Executive's employment
with the Company, subject to all the provisions of Florida and Federal law and
the Articles of Incorporation and Bylaws of the Company then in effect. Such
reasonable expenses, including attorneys' fees, that may be covered by the
Articles of Incorporation and/or Bylaws of the Company shall be paid by the
Company on a current basis in accordance with such provision, the Company's
Articles of Incorporation and Florida law. To the extent that any such payments
by the Company pursuant to the Company's Articles of Incorporation and/or Bylaws


may be subject to repayment by the Executive pursuant to the provisions of the
Company's Articles of Incorporation or Bylaws, or pursuant to Florida or Federal
law, such repayment shall be due and payable by the Executive to the Company
within twelve (12) months after the termination of all proceedings, if any,
which relate to such repayment and to the Company's affairs for the period prior
to the date of termination of the Executive's employment with the Company and as
to which Executive has been covered by such applicable provisions.

                  b. The Company specifically acknowledges and agrees that the
Executive has personally guaranteed certain obligations on behalf of the Company
and further that the Executive is personally liable for certain obligations of
the Company. The Company shall indemnify and hold the Executive harmless from
any and all obligations that the Executive may incur, including, without
limitation, costs and attorneys fees in connection with such guaranties or
personal liabilities. Any costs or expenses that may be incurred by the
Executive in connection with such liabilities or guaranties shall be reimbursed
to the Executive, upon receipt by the Company of documented evidence of such
liabilities, within three (3) business days of the receipt of such documented
         9. WITHHOLDING. Anything to the contrary notwithstanding, all payments
required to be made by the Company hereunder to the Executive or the Executive's
estate or beneficiaries shall be subject to the withholding of such amounts, if
any, relating to tax and other payroll deductions as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation. In
lieu of withholding such amounts, the Company may accept other arrangements
pursuant to which it is satisfied that such tax and other payroll obligations
will be satisfied in a manner complying with applicable law or regulation.

         10. CERTAIN TAX MATTERS. The Company shall indemnify and hold the
Executive harmless from and against (i) the imposition of excise tax (the"Excise
Tax") under Section 4999 of the Internal Revenue Code of 1986, as amended (or
any successor provision thereto, the Code"), on any payment made under this
Agreement (including any payment made under this paragraph) and any interest,
penalties and additions to tax imposed in connection therewith, and (ii) any
federal, state or local income tax imposed on any payment made pursuant to this
paragraph. The Executive shall not take the position on any tax return or other
filing that any payment made under this Agreement is subject to the Excise Tax,
unless, in the opinion of independent tax counsel reasonably acceptable to the
Company, there is no reasonable basis for taking the position that any such
payment is not subject to the Excise Tax under U.S. tax law then in effect. If
the Internal Revenue Service makes a claim that any payment or portion thereof
is subject to the Excise Tax, at the Company's election, and the Company's
direction and expense, the Executive shall contest such claim; provided,
however, that the Company shall advance to the Executive the costs and expenses
of such contest, as incurred. For the purpose of determining the amount of any


payment under clause (ii) of the first sentence of this paragraph, the Executive
shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation applicable to individuals in the calendar year in which
such indemnity payment is to be made and state and local income taxes at the
highest marginal rates of taxation applicable to individuals as are in effect in
the jurisdiction in which the Executive is resident, net of the reduction in
federal income taxes that is obtained from deduction of such state and local

         11. NOTICES. Any notice required or permitted to be given under the
terms of this Agreement shall be sufficient if in writing and if sent postage
prepaid by registered or certified mail, return receipt requested; by overnight
delivery; by courier; or by confirmed telecopy, in the case of the Executive to
the Executive's last place of business or residence as shown on the records of
the Company, or in the case of the Company to its principal office as set forth
in the first paragraph of this Agreement, or at such other place as it may

         12. WAIVER. Unless agreed in writing, the failure of either party, at
any time, to require performance by the other of any provisions hereunder shall
not affect its right thereafter to enforce the same, nor shall a waiver by
either party of any breach of any provision hereof be taken or held to be a
waiver of any other preceding or succeeding breach of any term or provision of
this Agreement. No extension of time for the performance of any obligation or
act shall be deemed to be an extension of time for the performance of any other
obligation or act hereunder.

         13. COMPLETENESS AND MODIFICATION. This Agreement constitutes the
entire understanding between the parties hereto superseding all prior and
contemporaneous agreements or understandings among the parties hereto concerning
the Employment Agreement. This Agreement may be amended, modified, superseded or
canceled, and any of the terms, covenants, representations, warranties or
conditions hereof may be waived, only by a written instrument executed by the
parties or, in the case of a waiver, by the party to be charged.

         14. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one agreement.

         15. BINDING EFFECT/ASSIGNMENT. This Agreement shall be binding upon the
parties hereto, their heirs, legal representatives, successors and assigns. This
Agreement shall not be assignable by the Executive but shall be assignable by
the Company in connection with the sale, transfer or other disposition of its
business or to any of the Company's affiliates controlled by or under common
control with the Company.

         16. GOVERNING LAW. This Agreement shall become valid when executed and
accepted by Company. The parties agree that it shall be deemed made and entered
into in the State of Florida and shall be governed and construed under and in


accordance with the laws of the State of Florida. Anything in this Agreement to
the contrary notwithstanding, the Executive shall conduct the Executive's
business in a lawful manner and faithfully comply with applicable laws or
regulations of the state, city or other political subdivision in which the
Executive is located.

         17. FURTHER ASSURANCES. All parties hereto shall execute and deliver
such other instruments and do such other acts as may be necessary to carry out
the intent and purposes of this Agreement.

         18. HEADINGS. The headings of the sections are for convenience only and
shall not control or affect the meaning or construction or limit the scope or
intent of any of the provisions of this Agreement.

         19. SURVIVAL. Any termination of this Agreement shall not, however,
affect the ongoing provisions of this Agreement which shall survive such
termination in accordance with their terms.

         20. SEVERABILITY. The invalidity or unenforceability, in whole or in
part, of any covenant, promise or undertaking, or any section, subsection,
paragraph, sentence, clause, phrase or word or of any provision of this
Agreement shall not affect the validity or enforceability of the remaining
portions thereof.

         21. ENFORCEMENT. Should it become necessary for any party to institute
legal action to enforce the terms and conditions of this Agreement, the
successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs.

         22. VENUE. Company and Executive acknowledge and agree that the U.S.
District for the Southern District of Florida, or if such court lacks
jurisdiction, the 15th Judicial Circuit (or its successor) in and for Palm Beach
County, Florida, shall be the venue and exclusive proper forum in which to
adjudicate any case or controversy arising either, directly or indirectly, under
or in connection with this Agreement and the parties further agree that, in the
event of litigation arising out of or in connection with this Agreement in these
courts, they will not contest or challenge the jurisdiction or venue of these

         23. CONSTRUCTION. This Agreement shall be construed within the fair
meaning of each of its terms and not against the party drafting the document.



         IN WITNESS WHEREOF, the parties have executed this Agreement as of date
set forth in the first paragraph of this Agreement.

Witness:                                The Company:

                                        VISUAL DATA CORPORATION

                                                 Randy S. Selman

Witness:                                 The Executive

                                                 Gail Babitt