AGREEMENT AND PLAN OF MERGER by and among ONSTREAM MEDIA CORPORATION, OSM, INC. and VISUAL DATA CORPORATION Dated as of October 22, 2003 AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

by and among

ONSTREAM MEDIA CORPORATION,

OSM, INC.

and

VISUAL DATA CORPORATION

Dated as of October 22, 2003

AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2003 (the “Agreement”), by and among ONSTREAM MEDIA CORPORATION, a Florida corporation (“ONSTREAM”), VISUAL DATA CORPORATION, a Florida corporation (“VDAT”), and OSM, INC., a Florida corporation (“SUB”), which is a direct wholly-owned subsidiary of VDAT. ONSTREAM and SUB are hereinafter sometimes collectively referred to as the “Constituent Corporations.”

RECITALS

     A.     The Boards of Directors of ONSTREAM, VDAT and SUB deem it advisable and in the best interests of each corporation and its respective shareholders that ONSTREAM and VDAT combine in order to advance their long-term business interests, all upon the terms and subject to the conditions of this Agreement.

     B.     It is intended that the combination be effected by a merger of ONSTREAM with and into SUB with ONSTREAM surviving, which for Federal income tax purposes shall be intended to be a tax-free reorganization as described in the Internal Revenue Code of 1986, as amended (the “Code”).

     NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, agreements and conditions contained herein, the parties hereto agree as follows:

ARTICLE I

THE MERGER

     Section 1.1 The Merger.

     Section 1.2 Effective Time. The Merger shall become effective at the time of filing of, or at such later time as specified in, an agreement of merger, in the form required by and executed in accordance with the FBCA, with the Secretary of State of the State of Florida in accordance with the provisions of Sections  ###-###-#### and ###-###-#### of the FBCA (the “Certificate of Merger”). The date and time when the Merger shall become effective is herein referred to as the “Effective Time.”

     Section 1.3 Articles of Incorporation and Bylaws of Surviving Corporation. The Articles of Incorporation and Bylaws of ONSTREAM as in effect immediately prior to the Effective Time shall be the Articles of Incorporation and Bylaws of the Surviving Corporation until thereafter amended as provided by law.

     Section 1.4 Directors and Officers of Surviving Corporation.

     Section 1.5 Further Assurances. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Constituent Corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of the Constituent Corporations or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of the Constituent Corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

ARTICLE II

CONVERSION OF SHARES

     Section 2.1 Effect on ONSTREAM Shares. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:

     Section 2.2 Effect on ONSTREAM Options and Warrants. Every ONSTREAM option or warrant issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive an option or warrant of VDAT based upon the Exchange Ratio. Each option and warrant will be exercisable for that number of

2

shares of restricted VDAT Common Stock as determined by Sections 2.1(a). The exercise price of each option and warrant will be adjusted to reflect the Exchange Ratio.

     Section 2.3 SUB Common Stock. Each share of common stock, $.0001 par value, of SUB issued and outstanding immediately prior to the Effective Time shall remain outstanding.

     Section 2.4 Exchange Procedures.

3

     Section 2.5 Transfers. From and after the Effective Time, there shall be no transfers on the stock transfer books of ONSTREAM or the Surviving Corporation of ONSTREAM Shares, options or warrants. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Article II.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF VDAT AND SUB

     VDAT and SUB jointly and severally represent and warrant to ONSTREAM as follows:

     Section 3.1 Organization. Each of VDAT and SUB is a corporation duly organized, validly existing and in good standing under the laws of its respective State of Incorporation. VDAT owns directly all of the outstanding capital stock of SUB. Each of VDAT and SUB has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Except as set forth in Schedule 3.1, each of VDAT and SUB is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualifications or licenses necessary, as indicated on Schedule 3.1, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not individually or in the aggregate have a material adverse effect on the business, operations, assets, prospects, financial condition or results of operations of VDAT and would not delay or prevent the consummation of the transactions contemplated hereby (a “VDAT Material Adverse Effect”). VDAT previously has delivered to ONSTREAM accurate and complete copies of its Articles of Incorporation and Bylaws, and SUB’s Articles of Incorporation and Bylaws, each as currently in effect. Neither of VDAT or SUB is in violation of any terms of its Articles of Incorporation or Bylaws.

     Section 3.2 Capitalization.

4

     Section 3.3 Authority. Each of VDAT and SUB has full corporate power and authority to execute and deliver this Agreement and, subject to the requisite approval of the shareholders of VDAT, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of VDAT and SUB and by VDAT as the sole shareholder of SUB, and, except for the requisite approval by the shareholders of VDAT to comply with the Nasdaq Stock Market requirements, no other corporate proceedings on the part of VDAT or SUB are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. VDAT’s Board of Directors has determined that the transactions contemplated by this Agreement, including the Merger, are in the best interests of VDAT and its shareholders and, except as required in exercise of their fiduciary duty, have determined to recommend to such shareholders that they vote in favor of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by each of VDAT and SUB and, assuming this Agreement constitutes a legal, valid and binding agreement of ONSTREAM and the ONSTREAM shareholders, constitutes a legal, valid and binding agreement of VDAT and SUB, as the case may be, enforceable against each of them in accordance with its terms, except as the enforceability may be affected by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and the possible unavailability of certain equitable remedies, including the remedy of specific performance.

     Section 3.4 No Violations: Consents and Approvals. Except as set forth on Schedule 3.4:

     Section 3.5 SEC Documents: VDAT Financial Statements.

5

     Section 3.6 Absence of Certain Changes. Since the date of the VDAT Interim Balance Sheet, VDAT has been operated only in the ordinary course, consistent with past practice, and there has not been any adverse change, or any event, fact or circumstance that might reasonably be expected to result in an adverse change, in either event that would have a VDAT Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 3.6 or in the VDAT SEC Documents, since September 30, 2002, there has not been with respect to VDAT or SUB any:

     Section 3.7 Proxy Statement. None of the information regarding VDAT and SUB to be supplied by VDAT and SUB for inclusion or incorporation by reference in the proxy statement to be distributed in connection with the shareholders’ meeting of VDAT contemplated by Section 5.5 (as it may be amended or supplemented from time to time, the “Proxy Statement” will, in the case of the Proxy Statement, at the time of its mailing to shareholders of VDAT and at the time of its shareholders’ meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances when made. If at any time prior to the Effective Time any event with respect to VDAT or SUB shall occur, which is required to be described in the Proxy Statement, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of VDAT. The Proxy Statement will (with respect to VDAT) comply as to form in all material respects with the provisions of the Exchange Act.

     Section 3.8 State Antitakeover Statutes. The VDAT Board of Directors has approved this Agreement and the transactions contemplated hereby and such approval constitutes approval of the Merger and the other transactions contemplated hereby by the VDAT Board of Directors as required by the FBCA. No “business combination,” “moratorium,” “control share,” “fair price,” “interested shareholder,” affiliated transactions” or other state antitakeover statute or regulation (i) prohibits or restricts VDAT’s ability to perform its obligations under this

6

Agreement or to consummate the Merger or the other transactions contemplated hereby or thereby, (ii) would have the effect of invalidating or voiding this Agreement or any provision hereof, or (iii) would subject ONSTREAM to any material impediment or condition in connection with the exercise of any of its respective rights under this Agreement.

     Section 3.9 Broker’s Fees. Except as set forth on Schedule 3.9, neither VDAT nor SUB nor any of VDAT’s affiliates or their respective officers, directors or agents has employed any broker, finder or financial advisor or incurred any liability for any broker’s fees, commissions, or financial advisory or finder’s fees in connection with any of the transactions contemplated by this Agreement.

     Section 3.10 Compliance With Laws. Except as set forth on Schedule 3.10, neither VDAT nor SUB is conducting or has conducted its business in violation of any Law, including without limitation, any law pertaining to environmental protection, occupational health or safety, or employment practices, except any law the violation of which would not have an VDAT Material Adverse Effect.

     Section 3.11 No Litigation. Except as set forth in the VDAT SEC Documents or on Schedule 3.11, there is no claim, litigation, investigation or proceeding by any person or governmental authority pending or, to VDAT’s knowledge threatened, against VDAT or SUB which would have a VDAT Material Adverse Effect. There are no pending or, to VDAT’s knowledge, threatened controversies or disputes with, or grievances or claims by, any employees or former employees of VDAT or SUB or any of their respective predecessors of any nature whatsoever, including, without limitation, any controversies, disputes, grievances or claims with respect to their employment, compensation, benefits or working conditions, except for such litigation which would not have a VDAT Material Adverse Effect.

     Section 3.12 Employee Benefits. All employee welfare benefit plans as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”), employee pension benefit plans as defined in Section 3(2) of ERISA, and all other employee benefit programs or arrangements of any type, written or unwritten (collectively, the “Plans”) maintained by VDAT or to which VDAT contributes are listed on Schedule 3.12. In addition, Schedule 3.12 separately sets forth any Plans that VDAT, or any affiliate or predecessor of VDAT, maintained or contributed to within the six years preceding the date hereof.

7

     Section 3.13 Taxes. Except as set forth on Schedule 3.13:

8

     Section 3.14 Absence of Certain Business Practices. Neither VDAT nor any director, officer, employee or agent of the foregoing, nor any other person acting on its behalf, directly or indirectly, has to VDAT’s knowledge given or agreed to give any gift or similar benefit to any customer, supplier, governmental employee or other person which (i) might subject VDAT to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a VDAT Material Adverse Effect, or (iii) if not continued in the future, might have a VDAT Material Adverse Effect or which might subject VDAT to suit or penalty in any private or governmental litigation or proceeding.

     Section 3.15 Intellectual Property.

9

     Section 3.16 Knowledge. The term “to VDAT’s knowledge” shall mean the actual knowledge of each director and executive officer of VDAT.

     Section 3.17 No Undisclosed Information. No provision of this Article III or any Schedule or any document or agreement furnished by VDAT contains any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statement contained herein, in light of the circumstances under which such statements are made, not misleading. No preclosing investigation by ONSTREAM of VDAT, its subsidiaries, their respective assets or their business shall relieve VDAT of its indemnification or other obligations under this Agreement.

     Section 3.18 Certain Business Practice. Neither VDAT nor any directors, officers, agents or employees of VDAT (in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (iii) made any other unlawful payment.

     Section 3.19 Required Vote of VDAT Shareholders. The affirmative vote of the holders of a majority of the outstanding shares present and voting of VDAT Common Stock is required to approve the transaction pursuant to the Rules of the Nasdaq Stock Market. The vote of the holders of a plurality of shares of VDAT Common Stock present and voting is required to approve the amendment to change the corporate name of VDAT. The affirmative vote of the holders of a majority of the outstanding shares present and voting of VDAT Common Stock is required to approve certain employee transactions. No other vote of the shareholders of VDAT is required by Law, the Articles of Incorporation or Bylaws of VDAT or otherwise in order for VDAT to consummate the Merger and the transactions contemplated hereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ONSTREAM

     ONSTREAM represents and warrants to VDAT and SUB as follows:

     Section 4.1 Organization.

10

     Section 4.2 Capitalization.

     Section 4.3 Authority. ONSTREAM has full corporate power and authority to execute and deliver this Agreement and, subject to the requisite approval of the Merger and the adoption of this Agreement by ONSTREAM’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by ONSTREAM’s Board of Directors and the Shareholder-Directors (as defined in Section 4.16) and, except for the requisite approval of the Merger and the adoption of this Agreement by ONSTREAM’s shareholders, no other corporate proceedings on the part of ONSTREAM are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. ONSTREAM’s Board of Directors has determined that the transactions contemplated by this Agreement, including the Merger, are in the best interests of ONSTREAM and its shareholders and, except as provided in Section 5.3 below, have determined to recommend to such shareholders that they vote in favor of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by ONSTREAM and, assuming this Agreement constitutes a legal, valid and binding agreement of VDAT, constitutes a legal, valid and binding agreement of ONSTREAM, enforceable against it in accordance with its terms, except as the enforceability may be affected by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and the possible unavailability of certain equitable remedies, including the remedy of specific performance.

11

     Section 4.4 No Violations; Consents and Approvals.

     Section 4.5 ONSTREAM Financial Statements.

     Section 4.6 Absence of Certain Changes. Since December 31, 2002, except as set forth on Schedule 4.6, ONSTREAM has been operated only in the ordinary course, consistent with past practice, and there has not been any adverse change, or any event, fact or circumstance which might reasonably be expected to result in an adverse change, in either event that would have an ONSTREAM Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 4.6, since December 31, 2002, there has not been with respect to ONSTREAM any:

12

     Section 4.7 Proxy Statement. None of the information regarding ONSTREAM to be supplied by ONSTREAM for inclusion or incorporation by reference in the Proxy Statement will, in the case of the Proxy Statement, at the time it is first mailed to shareholders of VDAT and at the time of its shareholder meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances when made. If at any time prior to the Effective Time any event with respect to ONSTREAM shall occur which is required to be described in the Proxy Statement, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law disseminated to the shareholders of VDAT. The Proxy Statement will (with respect to ONSTREAM) comply as to form in all material respects with the provisions of the Exchange Act.

     Section 4.8 State Antitakeover Statutes. The ONSTREAM Board of Directors has approved this Agreement and the transactions contemplated hereby and such approval constitutes approval of the Merger and the other transactions contemplated hereby by the ONSTREAM Board of Directors as required by the FBCA. No “business combination,” “moratorium,” “control share,” “fair price,” “interested shareholder,” affiliated transactions” or other state antitakeover statute or regulation (i) prohibits or restricts ONSTREAM’s ability to perform its obligations under this Agreement or to consummate the Merger or the other transactions contemplated hereby or thereby, (ii) would have the effect of invalidating or voiding this Agreement or the Voting Agreement or any provision hereof, or (iii) would subject VDAT or SUB to any material impediment or condition in connection with the exercise of any of their respective rights under this Agreement.

13

     Section 4.9 Broker’s Fees. Except as set forth on Schedule 4.9, neither ONSTREAM nor any of its affiliates or their respective officers, directors or agents has employed any broker, finder or financial advisor or incurred any liability for any broker’s fees, commissions, financial advisory or finder’s fees in connection with any of the transactions contemplated by this Agreement.

     Section 4.10 Compliance With Laws. ONSTREAM and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any governmental entity necessary for ONSTREAM and its Subsidiaries to own, lease and operate their properties or otherwise to carry on their business as it is now being conducted (collectively the “ONSTREAM Permits”), except where the failure to be in possession of any such ONSTREAM Permit would not have a ONSTREAM Material Adverse Effect. As of the date of this Agreement, none of the ONSTREAM Permits have been suspended or canceled nor is any such suspension or cancellation pending or, to the knowledge of ONSTREAM, threatened, nor has ONSTREAM or any of its Subsidiaries received from any governmental entity any written notification with respect to possible conflicts, defaults or violations of laws in respect of such ONSTREAM Permits, except in each case, where it would not have a ONSTREAM Material Adverse Effect. Neither ONSTREAM nor any of its Subsidiaries is in conflict with, or in default or violation of (i) any law applicable to ONSTREAM or its Subsidiaries or by which any property or asset of ONSTREAM or its Subsidiaries is bound or affected except where any such conflict, default or violation would not have a ONSTREAM Material Adverse Effect, or (ii) any ONSTREAM Permits except where any such conflict, default or violation would not have an ONSTREAM Material Adverse Effect. Schedule 4.10 sets forth, as of the date of this Agreement, all actions, proceedings or investigations pending, or, to the knowledge of ONSTREAM, threatened against ONSTREAM or any of its Subsidiaries that could reasonably be expected to result in the suspension or cancellation of any ONSTREAM Permit.

     Section 4.11 No Litigation. Except as set forth on Schedule 4.11, there is no claim, litigation, investigation or proceeding by any person or governmental authority pending or, to ONSTREAM’s knowledge threatened, against ONSTREAM that would have a ONSTREAM Material Adverse Effect. Except as set forth on Schedule 4.11, there are no pending or, to ONSTREAM’s knowledge, threatened controversies or disputes with, or grievances or claims by, any employees or former employees of ONSTREAM or any of its respective predecessors of any nature whatsoever, including, without limitation, any controversies, disputes, grievances or claims with respect to their employment, compensation, benefits or working conditions, except for such controversies, disputes, grievances or claims which would not have a ONSTREAM Material Adverse Effect.

     Section 4.12 Employee Benefits.

14

     Section 4.13 Taxes.

15

16

     Section 4.14 Absence of Certain Business Practices. Neither ONSTREAM nor any director, officer, employee or agent of the foregoing, nor any other person acting on its behalf, directly or indirectly, has to ONSTREAM’s knowledge given or agreed to give any gift or similar benefit to any customer, supplier, governmental employee or other person which (i) might subject ONSTREAM to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a ONSTREAM Material Adverse Effect, or (iii) if not continued in the future, might have a ONSTREAM Material Adverse Effect or which might subject ONSTREAM to suit or penalty in any private or governmental litigation or proceeding.

     Section 4.15 Intellectual Property.

17

     Section 4.16 Required Vote of ONSTREAM Shareholders. The agreement of the holders of a majority of the outstanding ONSTREAM Shares and the affirmative vote of holders of ONSTREAM Shares other than VDAT and the Shareholder-Directors is required to approve the Merger. No other vote of the shareholders of ONSTREAM is required by Law, the Certificate of Incorporation or Bylaws of ONSTREAM or otherwise in order for ONSTREAM to consummate the Merger and the transactions contemplated hereby.

     Section 4.17 Knowledge. The term “to ONSTREAM’s knowledge” shall mean the actual knowledge of each director and officer of ONSTREAM excluding Randy Selman and Alan Saperstein.

     Section 4.18 No Undisclosed Information. No provision of this Article IV or any Schedule or any document or agreement furnished by ONSTREAM or the ONSTREAM shareholders contains any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statement contained herein, in light of the circumstances under which such statements are made, not misleading. No preclosing investigation by VDAT of ONSTREAM, its subsidiaries, their respective assets or their business shall relieve ONSTREAM’s shareholders of their indemnification or other obligations under this Agreement.

     Section 4.19 Contracts. Except for the contracts and agreements described in Schedule 4.19 (the “Listed Contracts”), neither ONSTREAM nor any Subsidiary is a party to any of the following:

18

     ONSTREAM and its Subsidiaries have performed all of the obligations required to be performed by them and are entitled to all benefits under, and are not in default, or to ONSTREAM’s knowledge, alleged to be in default in respect of any Listed Contract, except as may be provided on Schedule 4.19 and except for any defaults which, individually or in the aggregate, would not have a ONSTREAM Material Adverse Effect. Each of the Listed Contracts is valid and binding and in full force and effect, and there exists no default or event of default or event, occurrence, condition or act, with respect to ONSTREAM or any of its Subsidiaries, or to the knowledge of ONSTREAM, with respect to the other contracting party, which with the giving of notice, the lapse of the time or the happening of any other event or conditions, would become a default or event of default under any Listed Contract, except as may be provided on Schedule 4.19 and except for any defaults which, individually or in the aggregate, would not have a ONSTREAM Material Adverse Effect.

     Section 4.20 Affiliate. Schedule 4.20 sets forth the name and address of each person who is, in ONSTREAM’s reasonable judgment, an Affiliate of ONSTREAM (as such term is used in Rule 145 under the Securities Act).

ARTICLE V

COVENANTS

     Section 5.1 Conduct of Business of ONSTREAM. Except as contemplated by this Agreement or as expressly agreed to in writing by the other party, during the period from the date of this Agreement to the Effective Time, ONSTREAM will conduct its operations substantially as presently operated and only in the ordinary course of business, in a normal manner consistent with past practices and will use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it and will take no action which would adversely affect its ability to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement, prior to the Effective Time, ONSTREAM will not, without the prior written consent of VDAT:

19

     Section 5.2 Intentionally left blank.

     Section 5.3 No Solicitation. ONSTREAM agrees that, prior to the Effective Time, except as provided below it shall not, and shall not authorize or permit any of its directors, officers, employees, agents or representatives to, directly or indirectly, solicit, initiate, facilitate or encourage (including by way of furnishing or disclosing information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to any Transaction Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Transaction Proposal or agree to or endorse any Transaction Proposal or authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it to take any such action. For purposes of this Agreement, “Transaction Proposal” shall mean any of the following (other than the transactions between ONSTREAM, VDAT and SUB contemplated by this Agreement) involving ONSTREAM: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of twenty percent (20%) or more of the assets of ONSTREAM, in a single transaction or series of transactions; (iii) any offer for, or the acquisition (or right to acquire) of “beneficial ownership” by any person, “group” or entity (as such terms are defined under Section 13(d) of the Securities Exchange Act of 1934), of twenty percent (20%) or more of the outstanding shares of capital stock of ONSTREAM or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement by ONSTREAM of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

     Section 5.4 Access to Information.

20

     Section 5.5 Proxy Statement. VDAT shall file with the SEC as soon as is reasonably practicable after the execution of this Agreement and completion of the financing required to consummate the Merger, a Proxy Statement. ONSTREAM shall cooperate with VDAT with regard to such filing. VDAT and ONSTREAM shall use all commercially reasonable efforts to have the Proxy Statement declared effective by the SEC as promptly as practicable. VDAT shall use its reasonable best efforts to obtain, prior to the Effective Time, any and all necessary state securities law or “Blue Sky” permits or approvals in connection with the issuance of VDAT Common Stock in the Merger. VDAT shall advise ONSTREAM, promptly after it receives notice thereof, of any request from the SEC with respect to amending the Proxy Statement or for additional information.

     Section 5.6 Shareholders’ Meetings. ONSTREAM and VDAT shall each, as soon as reasonably practicable following the date hereof and in any event within 45 days after the Proxy Statement is permitted to be sent to shareholders, establish a record date for, duly call, give notice of, convene and hold (and reconvene and hold if adjourned for any reason) a special meeting of its stockholders for the purpose of voting to approve this Agreement and the Merger and the other transactions contemplated hereby, including in the case of VDAT, the amendment of VDAT’s Articles of Incorporation to provide for a change in VDAT’s corporate name, and including, in the case of ONSTREAM, the termination of the ONSTREAM Shareholders Agreement. ONSTREAM and VDAT shall, through their respective Boards of Directors, recommend to their shareholders approval of such matters and will coordinate and cooperate with respect to the timing of such meetings and shall use all commercially reasonable efforts to hold such meetings on the same day and as soon as practicable after the date hereof.

     Section 5.7 Reasonable Efforts; Other Actions. ONSTREAM, VDAT and SUB each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the taking of any actions required to qualify the Merger treatment as a tax-free reorganization, and (ii) the obtaining of all necessary consents, approvals or waivers under their respective material contracts.

     Section 5.8 Public Announcements. Before issuing any press release or otherwise making any public statement with respect to the Merger, VDAT, SUB and ONSTREAM will consult with each other as to its form and substance and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by Law (it being agreed that the parties hereto are entitled to disclose all requisite information concerning the transaction in any filings required with the SEC).

     Section 5.9 Notification of Certain Matters. Each of ONSTREAM and VDAT shall give prompt notice to the other party of (i) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it subsequent to the date of this Agreement and prior to the Effective Time, under any contract material to the financial condition, properties, businesses or results of operations of ONSTREAM or VDAT, as the case may be, to which it is a party or is subject, (ii) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, (iii) any material adverse change in their respective financial condition, properties, businesses or results of operations or the occurrence of any event which is reasonably likely to result in any such change, or (iv) the occurrence or existence of any event which would, or could with the passage of time or otherwise, make any representation or warranty contained herein untrue; provided, however, that the delivery of notice pursuant to this Section 5.9 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. Each party shall use its best efforts to prevent or promptly remedy the same.

     Section 5.10 Expenses. Except as otherwise provided herein, VDAT and SUB, on the one hand, and ONSTREAM, on the other hand, shall bear their respective expenses incurred in connection with the Merger, including, without limitation, the preparation, execution and performance of this Agreement, the Proxy Statement/Prospectus and the transactions contemplated hereby, including all fees and expenses of its representatives, counsel and accountants.

21

     Section 5.11 Affiliates. Schedule 4.20 lists all persons who, as of the date hereof, may be deemed to be “affiliates” of ONSTREAM for purposes of Rule 145 under the Securities Act (the “Affiliates”). ONSTREAM shall advise VDAT in writing of any other persons who become Affiliates prior to the Effective Time. ONSTREAM shall cause each person who is so identified as an Affiliate to deliver to VDAT, prior to the Effective Time, a written agreement substantially in the form of Exhibit 5.11 hereto.

     Section 5.12 Stock Exchange Listing. VDAT shall prepare and submit to the Nasdaq Stock Market a listing application covering the shares of VDAT Common Stock issuable in the Merger and shares issuable upon exercise of the Options and Warrants, and shall use its commercially reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such shares, subject to official notice of issuance.

     Section 5.13 State Antitakeover Laws. If any “fair price” or “control share acquisition” statute or other similar antitakeover regulation shall become applicable to the transactions contemplated hereby, VDAT and ONSTREAM and their respective Board of Directors shall use their reasonable best efforts to grant such approvals and to take such other actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise use their reasonable best efforts to eliminate the effects of any such statute or regulation on the transactions contemplated hereby.

     Section 5.14 Satisfaction of Conditions. ONSTREAM agrees to use its best efforts to cause each of the conditions set forth in Article VII to VDAT and SUB proceeding with the Closing to be satisfied on or before the Closing Date. VDAT and SUB agree to use their respective best efforts to cause each of the conditions set forth in Article VIII to ONSTREAM proceeding with the Closing to be satisfied on or before the Closing Date.

ARTICLE VI

CONDITIONS TO THE OBLIGATIONS OF VDAT, SUB AND ONSTREAM

     The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing of each of the following conditions, any one or more of which may be waived in a writing signed by each of VDAT, SUB and ONSTREAM:

     Section 6.1 Intentionally omitted.

     Section 6.2 Shareholder Approval. The requisite vote of the shareholders of ONSTREAM and VDAT necessary to consummate the transactions contemplated by this Agreement shall have been obtained.

     Section 6.3 Consents and Approvals. All necessary consents and approvals of any United States or any other governmental authority required for the consummation of the transactions contemplated by this Agreement shall have been obtained.

     Section 6.4 Listing. The VDAT Common Stock issuable in the Merger shares issuable upon exercise of the Options and Warrants) shall have been authorized for listing on the Nasdaq Stock Market System.

     Section 6.5 Capital. Funding of at least $6,500,000 must be committed to VDAT prior to the Merger, the proceeds of which will be used to fund the combined entities following the Effective Time. The form of funding can be all debt, all equity or any combination of debt and equity that is reasonably satisfactory to both ONSTREAM and VDAT.

22

ARTICLE VII

CONDITIONS TO THE OBLIGATIONS OF VDAT AND SUB

     The obligation of VDAT and SUB to effect the Merger and to perform under this Agreement is subject to the fulfillment on or before to the Closing Date of the following additional conditions, any one or more of which may be waived, in writing, by VDAT and SUB:

     Section 7.1 Representations Accurate. The representations and warranties of ONSTREAM contained herein shall be true and correct on the date of this Agreement and at and on the Closing Date in all respects as though such representations and warranties were made at and on such date, except those representations and warranties that speak as of a specific date.

     Section 7.2 Performance. ONSTREAM shall have complied, in all material respects, with all agreements, obligations and conditions required by this Agreement to be complied with by it on or prior to the Closing Date.

     Section 7.3 Officer’s Certificate. VDAT and SUB shall have received a duly executed certificate signed by the President or Chairman of ONSTREAM certifying as to (i) compliance with the conditions set forth in Sections 7.1 and 7.2; (ii) the accuracy and completeness of the Bylaws of ONSTREAM and the director and shareholder resolutions of ONSTREAM approving this Agreement, the Merger and the transactions contemplated hereby; and (iii) the identity and authority of the officers and other persons executing documents on behalf of ONSTREAM.

     Section 7.4 Certified Certificate of Incorporation. VDAT and SUB shall have received a certificate of the Secretary of State of the State of Florida certifying the Certificate of Incorporation of ONSTREAM and all amendments thereof, dated not more than ten (10) days prior to the Closing Date.

     Section 7.5 Good Standing. VDAT shall have received a certificate of good standing, or its equivalent, dated no more than ten (10) days prior to the Closing Date, from the State of incorporation of ONSTREAM and each other State in which ONSTREAM is qualified to do business as set forth on Schedule 4.1.

     Section 7.6 Legal Action. There shall be no pending or threatened legal action or inquiry which challenges the validity or the legality of or seeks or could reasonably be expected to prevent, delay or impose conditions on the consummation of the Merger or would otherwise restrict VDAT’s or the Surviving Corporation’s exercise of full rights to own and operate the business of ONSTREAM subsequent to the Effective Time.

     Section 7.7 Consents. VDAT and SUB shall have received copies of consents set forth on Schedule 7.7 necessary for ONSTREAM to execute, deliver and perform this Agreement and consummate the Merger.

     Section 7.8 ONSTREAM Documents. VDAT and SUB shall have received an executed copy of the legal opinion of ONSTREAM’s legal counsel, which legal opinion will be in a form and substance reasonably acceptable to VDAT and its counsel.

     Section 7.9 Dissenting Shares. On the Closing Date, the aggregate number of ONSTREAM Shares with respect to which the holders shall be dissenting shareholders entitled to relief under FBCA shall not exceed five percent (5%) of all outstanding ONSTREAM Shares.

     Section 7.10 Material Adverse Change. There shall have been no material adverse change in the business, operations, assets, prospects, financial condition or results of operations of ONSTREAM.

     Section 7.11 Agreements with Affiliates. VDAT and SUB shall have received from each person who is an Affiliate under Section 5.11 an executed copy of the written agreement referred to in Section 5.11 and such agreements shall be in full force and effect and there shall be no breach, or in existence any facts which with passage of time or otherwise could constitute a breach, thereof.

23

     Section 7.12 Certificate of Merger. ONSTREAM shall have delivered to VDAT the Certificate of Merger as executed by duly authorized officers of ONSTREAM.

     Section 7.13 Injunction Illegality. No preliminary or permanent injunction, or other order decreed by any federal or state court that prevents the consummation of this Agreement shall have been issued and remain in effect (each party agrees to use its reasonable efforts to have any such injunction, order or decree lifted). No governmental authority shall have enacted any statute, rule or regulation that would prevent consummation of this Agreement or make the merger illegal.

     Section 7.14 Employment Contracts. VDAT or the Surviving Corporation shall have entered into employment agreements with the persons set forth on Schedule 7.14 (on the general terms and conditions of such agreements as set forth thereon) in form and substance reasonably satisfactory to VDAT.

     Section 7.15 Fairness Opinion. VDAT shall have obtained a fairness opinion from an investment banking firm that the transaction is fair to the shareholders of VDAT.

     Section 7.16 Voting Agreement. VDAT shall have entered into a proxy and voting agreement with David Glassman and Clifford Friedland in the form of Exhibit 7.16 attached hereto.

     Section 7.17 Opinion. VDAT and SUB shall have received an executed copy of the legal opinion of ONSTREAM’s legal counsel, which legal opinion will be in a form and substance reasonably acceptable to VDAT and its counsel.

     Section 7.18 General. All required action hereunder shall have been taken by ONSTREAM in connection with the consummation of the transactions contemplated hereby, and all certificates, opinions and other documents required to affect the Merger and the transactions contemplated herein shall be reasonably satisfactory in form and substance to VDAT.

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF ONSTREAM

     The obligations of ONSTREAM to effect the Merger and to perform under this Agreement is subject to the fulfillment on or before the Closing Date of the following additional conditions, any one or more of which may be waived, in writing, by ONSTREAM:

     Section 8.1 Representations Accurate. The representations and warranties of VDAT and SUB contained herein shall be true and correct on the date of this Agreement and at and on the Closing Date in all respects as though such representations and warranties were made at and on such date, except those representations and warranties that speak as of a specific date.

     Section 8.2 Performance. VDAT and SUB shall have complied, in all material respects, with all agreements, obligations and conditions required by this Agreement to be complied with by them on or prior to the Closing Date.

     Section 8.3 Compliance Certificate. ONSTREAM shall have received a certificate signed by the President or Chairman of each of VDAT and SUB certifying as to (i) compliance with the conditions set forth in Sections 8.1 and 8.2; (ii) the accuracy and completeness of the Bylaws of SUB and, as applicable, the director and shareholder resolutions of VDAT and SUB approving this Agreement, the Merger and the transactions contemplated hereby; and (iii) the identity and authority of the officers and other persons executing documents on behalf of VDAT and SUB.

24

     Section 8.4 Certified Articles of Incorporation. ONSTREAM shall have received certificates of the Secretary of State of the State of Florida certifying the Articles of Incorporation of VDAT and the Articles of Incorporation of SUB and all amendments thereof, dated not more than ten (10) days prior to the Closing Date.

     Section 8.5 Good Standing. ONSTREAM shall have received a certificate of good standing, or its equivalent, dated no more than ten (10) days prior to the Closing Date, from the state of incorporation of VDAT and SUB and each other state in which VDAT and SUB are qualified to do business, which states are set forth on Schedule 8.5.

     Section 8.6 Legal Action. There shall be no pending or threatened legal action or inquiry which challenges the validity or legality of or seeks or could reasonably be expected to prevent, delay or impose conditions on the consummation of the Merger.

     Section 8.7 Consents. ONSTREAM shall have received copies of consents of all third parties necessary for VDAT to execute, deliver and perform this Agreement and consummate the Merger.

     Section 8.8 Certificate of Merger. SUB shall have delivered to ONSTREAM the Certificate of Merger, executed by duly authorized officers of SUB.

     Section 8.9 Injunction Illegality. No preliminary or permanent injunction, or other order decreed by any federal or state court that prevents the consummation of this Agreement shall have been issued and remain in effect (each party agrees to use its reasonable efforts to have any such injunction, order or decree lifted). No governmental authority shall have enacted any statute, rule or regulation that would prevent consummation of this Agreement or make the merger illegal.

     Section 8.10 Employment Contracts. VDAT or the Surviving Corporation shall have entered into employment agreements with the persons set forth on Schedule 7.14 (on the general terms and conditions of such agreements as set forth thereon) in form and substance reasonably satisfactory to VDAT.

     Section 8.11 Expenses. The expenses listed on Schedule 8.11 shall have been paid at or prior to the Closing Date.

     Section 8.12 General. All required action hereunder shall have been taken by VDAT in connection with the consummation of the transactions contemplated hereby, and all certificates, opinions and other documents required to affect the Merger and the transactions contemplated herein shall be reasonably satisfactory in form and substance to ONSTREAM.

ARTICLE IX

INTENTIONALLY LEFT BLANK

ARTICLE X

CLOSING

     Section 10.1 Time and Place. Subject to the provisions of Articles VI, VII, VIII, IX and XI, the closing of the Merger (the “Closing”) shall take place at the offices of Adorno & Yoss, P.A., as soon as practicable, but in no event later than the second business day after the date on which each of the conditions set forth in Articles VI, VII and VIII (other than those conditions that by their nature are to be satisfied at the Closing but subject to such conditions) have been satisfied or waived, in writing, by the party or parties entitled to the benefit of such conditions; or at such other place, at such other time, or on such other date as VDAT, SUB and ONSTREAM may, in writing, mutually agree. The date on which the Closing actually occurs is herein referred to as the “Closing Date.”

     Section 10.2 Filings at the Closing. Subject to the provisions of Articles VI, VII, VIII and XI hereof, ONSTREAM, VDAT and SUB shall cause to be executed and filed at the Closing the Certificate of Merger and shall

25

cause the Certificate of Merger to be recorded in accordance with the applicable provisions of the FBCA and shall take any and all other lawful actions and do any and all other lawful things necessary to cause the Merger to become effective.

ARTICLE XI

TERMINATION AND ABANDONMENT

     Section 11.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval by the shareholders of ONSTREAM and VDAT:

     Section 11.2 Termination by VDAT. This Agreement may be terminated and the Merger may be abandoned, at any time prior to the Effective Time, before or after the approval of the shareholders of VDAT or ONSTREAM, by VDAT if (a) ONSTREAM shall have failed to comply in any material respect with any of the covenants or agreements contained in Articles I, II and V of this Agreement to be complied with by ONSTREAM at or prior to such date of termination, (b) there exists a breach of any representation or warranty of ONSTREAM contained in this Agreement such that the closing conditions set forth in Article VII would not be satisfied, provided, however, that with respect to either (a) or (b), if such failure or breach is capable of being cured prior to the Effective Time, such failure or breach shall not have been cured within fifteen (15) days of delivery to ONSTREAM of written notice of such failure or breach, or (c) the Board of Directors of ONSTREAM shall furnish or disclose nonpublic information or negotiate, explore or communicate in any way with a third party with respect to any Transaction Proposal in violation of this Agreement, or shall have resolved to do any of the foregoing.

     Section 11.3 Termination by ONSTREAM. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval by the shareholders of VDAT or ONSTREAM, by ONSTREAM, if (a) VDAT or SUB shall have failed to comply in any material respect with any of the covenants or agreements contained in Articles I, II and V of this Agreement to be complied with by VDAT or SUB at or prior to such date of termination, (b) there exists a breach of any representation or warranty of VDAT or SUB contained in this Agreement such that the closing conditions set forth in Article VIII would not be satisfied, provided, however, that, with respect to either (a) or (b), if such failure or breach is capable of being cured prior to the Effective Time, such failure or breach shall not have been cured within fifteen (15) days of delivery to VDAT or SUB of written notice of such failure or breach.

     Section 11.4 Procedure for Termination. In the event of termination and abandonment of the Merger by VDAT or ONSTREAM pursuant to this Article XI, written notice thereof shall forthwith be given to the other.

     Section 11.5 Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Article XI, no party hereto (or any of its directors or officers) shall have any liability or further obligation to any other party to this Agreement, except as provided in this Schedule 11.5 and in Sections 5.10 and 5.4(b) hereof.

26

ARTICLE XII

SURVIVABILITY; INVESTIGATIONS

     Section 12.1 Survival of Representations and Warranties and Covenants. The representations, warranties and covenants (other than any covenants which by their terms continue for more than one (1) year after the Effective Time which will continue in accordance with such terms) of ONSTREAM, VDAT and SUB shall survive for two (2) years after the Effective Time.

     Section 12.2 Investigation. The respective representations and warranties of VDAT, SUB and ONSTREAM contained herein or in any certificate or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto.

ARTICLE XIII

MISCELLANEOUS

     Section 13.1 Notices. All notices shall be in writing delivered as follows:

     If to VDAT or SUB, to:

     If to ONSTREAM, to: