EXHIBIT 10.2
AGREEMENT OF MODIFICATION WITH XX. XXXXXX
AGREEMENT OF MODIFICATION
The Parties, executing this Agreement of Modification as of this __ day
of February, 2002, agree as follows:
WHEREAS, Visual Data Corporation ("VDAT") and Xxxxxxxxx X. Xxxxxx
("Xxxxxx") (collectively the "Parties") entered into that certain Loan Agreement
(the "Loan Agreement") dated as of December 5, 2001, and that certain Secured
Promissory Note (the "Note") dated as of December 4, 2001, (both Loan Agreement
and Note attached hereto).
WHEREAS, Xxxxxx agreed to advance to VDAT up to an additional
$1,500,000 for a total advance of $3,000,000.
WHEREAS, pursuant to Section 9.04 of the Loan Agreement and Paragraph 7
of the Note, the Parties may modify the provisions therein and agree to do so as
follows:
1. The parties agree that as of the date this Agreement of
Modification, VDAT has made total principal payments to XxXxxx under the Note in
the amount of $293,760.96 against the initial $1,500,000 of principal XxXxxx
advanced to VDAT under the Loan Agreement. Notwithstanding terms of the Loan
Agreement to the contrary, XxXxxx hereby agrees to advance to VDAT the sum of
$793,760.90 (the "Second Advance") as of the date of this Agreement of
Modification is executed, which sum represents the entire second $1,500,000
installment of the total $3,000,000 loan amount reduced by the amount of
$706,239.10, which the parties agree to treat as principal repaid by VDAT on the
initial $1,500,000 advance. The parties agree that after the Second Advance, the
total outstanding principal amount owed to XxXxxx shall be $2,000,000.00.
2. As a result of the aforementioned acknowledgments, VDAT hereby
unconditionally promises to pay to the order of XxXxxx $2,000,000 (the total
outstanding principal balance due as of the date this Agreement of Modification
is executed), to be payable according to the Schedule attached hereto.
3. Pursuant to Section 2.03 of the Loan Agreement, all Interest to date
has been prepaid to XxXxxx in the form of restricted common stock of the VDAT.
XxXxxx hereby agrees that any Interest due on the total outstanding principal
balance due as of the date this Agreement of Modification is executed will be
prepaid in the form of 500,000 shares of restricted common stock of VDAT.
4. All terms and conditions contained in the Loan Agreement and Note
not otherwise modified hereby shall remain in full force and effect.
Notwithstanding the aforementioned sentence, to the extent any terms herein
conflict with the Loan Agreement or the Note, this Agreement of Modification
shall control.
VISUAL DATA CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx
