Exhibit 10.22

                           SECOND AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

This Second  Amended and Restated  Employment  Agreement  (the  "Agreement")
dated  February 24, 2006  ("Effective Date"), is made by and between Digital
Fusion,  Inc., a Delaware corporation  ("Company"),  and Edward G. Rawlinson
(Executive").

                                WITNESSETH THAT:

         WHEREAS, Executive has been employed by the Company as its Chief
Operating Officer, immediately prior to the Effective Date and entered into an
employment agreement dated September 9, 2004 (the "Prior Agreement");

         WHEREAS, the Executive and the Company entered into an Amended and
Restated Employment Agreement dated January 16, 2006 (the "Effective Date"); and

         WHEREAS the parties hereto desire to enter into this Agreement
pertaining to the continued employment of the Executive of the Company;

         NOW, THEREFORE, in consideration of the mutual covenants set forth
below, it is hereby covenanted and agreed by the Executive and the Company as
follows:

1. Employment; Term.

     (a)  Employment.  Subject to the terms and conditions set forth herein, the
          Company  agrees  to  employ  and  Executive  agrees  to  serve  as the
          Company's  Chief  Operating  Officer.  During the term of  employment,
          Executive shall have such responsibilities,  duties and authorities as
          commensurate  with  chief  operating  officers  of similar  size,  and
          additionally, such responsibilities,  duties and authorities as may be
          assigned to the Executive by the Company's President,  provided, that,
          the same is not inconsistent with such position. Executive agrees that
          he will use his full  business  time to promote the  interests  of the
          Company  and its  affiliates  and to  fulfill  his  duties  hereunder.
          Nothing  in this  Agreement  shall  however  preclude  Executive  from
          engaging, so long as, in the reasonable determination of the Company's
          Board  of  Directors,  such  activities  do  not  interfere  with  the
          execution of his duties and responsibilities  hereunder, in charitable
          and community  affairs,  from managing any passive  investment made by
          Executive  in publicly  traded  equity  securities  or other  property
          (provided, that, no such investment may exceed 5% of the equity of any
          entity,   without  the  prior  approval  of  the  Company's  Board  of
          Directors)  or from  serving,  subject  to the prior  approval  of the
          Company's Board of Directors, as a member of boards of directors or as
          a trustee of any other  corporation,  association or entity (provided,
          that, no such prior  approval shall be required for any such boards on
          which Executive shall currently serve).  For purposes of the preceding
          sentence,  any approval of the Company's  Board of Directors  required
          herein shall not be unreasonably withheld.


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<PAGE>

     (b)  Term.  Unless  sooner  terminated  pursuant  to Section 3, the term of
          Executive's  employment  pursuant to this Agreement  shall commence on
          the Effective Date and shall  continue  thereafter for a period of two
          years  (the  "Term").   Executive  and  the  Company   understand  and
          acknowledge that Executive's  employment with the Company  constitutes
          "at-will"  employment.  Subject to the Company's obligation to provide
          severance  benefits as  specified  herein,  Executive  and the Company
          acknowledge that this employment relationship may be terminated at any
          time, upon written notice to the other party, with or without Cause or
          Good Reason, as those terms are defined below, at the option of either
          the Company or Executive.

2. Compensation. During the employment term under this Agreement, the Company
shall compensate Executive as follows:

     (a)  Base Salary.  Subject to  adjustment  as set forth below,  the Company
          will pay Executive while he is employed hereunder,  an annualized base
          compensation   of  not  less  than  Two   Hundred   Thousand   Dollars
          ($200,000.00)  per year,  payable in accordance  with Company's  usual
          payroll policy (the "Base  Salary").  The Company will review annually
          Executive's performance and compensation.

     (b)  Performance   Bonus.   Executive  shall  be  entitled  to  such  bonus
          compensation as the  Compensation  Committee deems  appropriate.  Such
          bonus  compensation  shall be based,  in part, on the  achievement  of
          performance  criteria  established  by  the  Compensation   Committee,
          including criteria relating to the profitability of the Company.

     (c)  Participation  in Company Stock Ownership  Plan.  During the period of
          Executive's  employment,  Executive will be entitled to participate in
          the Company's Stock Option Plan (or such other successor plan), as the
          Board of Directors or Compensation  Committee, in its sole discretion,
          may determine.  Effective as of the date of this Agreement,  Executive
          holds stock options (the "Options") to purchase  245,000 shares of the
          common stock of the Company,  which  Options were granted to Executive
          on  September  13, 2004 and 75,000  shares of the common  stock of the
          Company,  which  Options were  granted to  Executive on September  22,
          2005.

     (d)  Benefits.  Executive  will be eligible to  participate  in all benefit
          programs of the Company  which are in effect for its senior  executive
          personnel  and, to the extent  available to executive  personnel,  its
          employees generally from time to time.

     (e)  Vacation.  Executive  will be  entitled  each year to  vacation  for a
          period or periods not  inconsistent  with the normal policy of Company
          in  effect  from time to time,  but in any event not less than  twenty
          vacation  days each year and to such  holidays  as may be  customarily
          afforded  to  its  employees  by the  Company,  during  which  periods
          Executive's compensation shall be paid in full.


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<PAGE>

     (f)  Reimbursement of Expenses.

          (i)  All  reasonable  travel and  entertainment  expenses  incurred by
               Executive in the course of fulfilling this Agreement or otherwise
               promoting the Company and its business shall be reimbursed by the
               Company.  Such reimbursement  shall be made to Executive promptly
               following  submission  to  the  Company  of  receipts  and  other
               documentation  of such expenses  reasonably  satisfactory  to the
               Company.

          (ii) In addition to the  expenses  reimbursable  pursuant to paragraph
               (i) above,  the  Company  shall also pay to  Executive  a monthly
               allowance of $125.00 for telephone expenses.

3. Termination.

     (a)  Death and Legal  Incapacity.  Executive's  employment  hereunder shall
          terminate upon Executive's death or legal incapacity.

     (b)  Disability.  Executive's employment hereunder may be terminated by the
          Company  in the  event  of  Executive's  Disability.  As  used in this
          Agreement,  the term "Disability"  shall mean the inability or failure
          of the  Executive to perform the  essential  functions of the position
          for  which he has  been  employed  by the  Company,  for more  than 90
          consecutive days or for shorter periods aggregating more than 150 days
          in any period of 12  consecutive  months,  all as  determined  in good
          faith by a majority vote of the disinterested members of the Company's
          Board of Directors.  Until such  termination  occurs,  Executive shall
          continue  to receive  his base  salary  Base Salary as then in effect,
          provided,  however, that such salary shall be reduced to the extent of
          any  short-term  disability  benefits  provided to  Executive  under a
          short-term disability plan sponsored by the Company.

     (c)  For Cause.  Executive's  employment hereunder may be terminated by the
          Company  for  cause  ("Cause")  upon  the  occurrence  of  any  of the
          following  events and in  accordance  with the time  periods set forth
          below:

          (i)  Executive's breach of any material duty or obligation  hereunder,
               which  breach  continues or renews at any time after notice and a
               reasonable  opportunity  to  desist  or  otherwise  cure has been
               furnished.

          (ii) Executive is convicted or pleads guilty or nolo  contendre to any
               felony  (other than  traffic  violation)  or any crime  involving
               fraud, dishonesty or misappropriation;

          (iii) Executive  willfully  engages in misconduct that causes material
               harm to the Company


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<PAGE>

          (iv) The  Executive  willfully  engages in an act that  constitutes  a
               conflict  of  interest  with the  Company  or a  usurpation  of a
               business  opportunity of the Company,  in either case without the
               prior written approval of the Company's Board of Directors.

          The  determination  as to  whether  any of the  foregoing  Causes  has
          occurred  shall be made in good  faith by the  affirmative  vote of at
          least  75% of the  disinterested  members  of the  Company's  Board of
          Directors. No event shall be deemed a basis for Cause unless Executive
          is  terminated  therefore  within 60 days after such event is known to
          the Chairman of the Company or if Executive is Chairman,  known to the
          Chairman of any committee of the Board.


     (d)  For Good Reason.  Executive may terminate his employment hereunder for
          good reason  ("Good  Reason") if such  termination  occurs  within six
          months 60 days after:

          (i)  The Company  assigns to Executive any duties or  responsibilities
               inconsistent  with Section 1, which  assignment  is not withdrawn
               within 20 business days after  Executive's  notice to the Company
               of his reasonable objection thereto;

          (ii) Executive  is  relocated  more  than 40  miles  from  Huntsville,
               Alabama without his prior written consent; or

          (iii) The Company  breaches any material  provision of this  Agreement
               and such breach and the effects  thereof are not  remedied by the
               Company within 20 business days after  Executive's  notice to the
               Company of the existence of such breach.

     (e)  Effect of Termination.

          (i)  If the  Company  terminates  Executive's  employment  for reasons
               other than for Cause, or for Executive's  death, legal incapacity
               or  disability or  Disability,  or if Executive  terminates  this
               Agreement for Good Reason,  the  obligations  of Executive  under
               this Agreement will terminate except that the covenants contained
               in Section 4(a) shall continue indefinitely,  and the obligations
               in this section shall continue  pursuant to their terms.  In such
               event,  for a period  of  twelve  (12)  months  after the date of
               Executive's  termination,  the Company  shall pay  Executive,  in
               accordance with customary  payroll  procedures,  Executive's base
               salary  Base  Salary  as then in effect  and,  in  addition,  any
               Performance Bonus that Executive would have earned in the year he
               was terminated,  prorated as of the date of termination. For such
               twelve-month  period,  the  Company  shall  continue  to  provide
               medical coverage to Executive under  substantially the same terms
               as were in effect on the date Executive's  employment  terminated
               under this provision.  Additionally,  any and all vested options,


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<PAGE>

               warrants or other securities awarded to Executive pursuant to the
               Company's  Stock  Option Plan or any other  similar plan or other
               written  option  agreement  shall,  as of the date of Executive's
               termination, immediately vest and become exercisable and all such
               vested  options,   warrants  or  other  securities  shall  remain
               exercisable  by Executive  for the duration of the period  during
               which  the  options,  warrants  or other  securities  would  have
               remained  exercisable  if Executive had remained  employed by the
               Company. The amounts paid to Executive under this paragraph shall
               not be affected  in any way by  Executive's  acceptance  of other
               employment during the twelve-month period described above.

          (ii) Except as otherwise provided herein, if Executive  terminates his
               employment  for any reason other than Good Reason or  Executive's
               employment is terminated for Cause,  the obligations of Executive
               and the Company under this Agreement  will terminate  except that
               the  covenants  of  Executive  contained  in  Section  4(a) shall
               continue indefinitely and the covenants of Executive contained in
               Section 4(d) shall  continue  until the first  anniversary of the
               date of Executive's  termination.  In such event, Executive shall
               be entitled to receive only the  compensation  hereunder  accrued
               and unpaid as of the date of Executive's termination.

          (iii) If  Executive's   employment  terminates  due  to  a  disability
               Disability,  as defined  in  Section  3(b),  the  obligations  of
               Executive  under this Agreement will  terminated  except that the
               covenants in Section 4(a) shall  continue  indefinitely.  In such
               event,  for a period of one year  after  the date of  Executive's
               termination,  the Company shall pay Executive, in accordance with
               customary payroll procedures, Executive's base salary Base Salary
               as then in effect,  provided,  however,  that the payment of such
               salary shall be reduced to the extent of any long-term disability
               benefits provided to Executive under a long-term  disability plan
               sponsored by the Company. The vesting and exercise of any and all
               options,  warrants  or  other  securities  awarded  to  Executive
               pursuant to the Company's  Stock Option Plan or any other similar
               plan shall be governed  by the terms of such plan,  or if awarded
               pursuant to a written  option  agreement,  then the terms of such
               agreement.

          (iv) No amount payable to Executive  pursuant to this Agreement  shall
               be  subject  to  mitigation  due  to  Executive's  acceptance  or
               availability of other employment.

4. Restrictive Covenants; Non-Competition.

         The parties hereto recognize that Executive's services are special and
unique and that the level of compensation and the provisions herefor for
compensation are partly in consideration of and conditioned upon Executive's not
competing with the Company.

     (a)  Except as otherwise  permitted  hereby,  or by the Company's  Board of
          Directors,  Executive shall treat as confidential  and not communicate
          or divulge to any other  person or entity any  information  related to
          the Company or its  affiliates  or the business,  affairs,  prospects,
          financial  condition  or  ownership  of  the  Company  or  any  of its
          affiliates (the "Information")  acquired by Executive from the Company


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<PAGE>

          or the  Company's  other  employees  or  agents,  except (i) as may be
          required to comply with legal  proceedings  (provided,  that, prior to
          such disclosure in legal  proceedings  Executive  notifies the Company
          and reasonably cooperates with any efforts by the Company to limit the
          scope of such disclosure or to obtain  confidential  treatment thereof
          by the  court or  tribunal  seeking  such  disclosure)  or (ii)  while
          employed by the Company, as Executive reasonably believes necessary in
          performing his duties.  Executive  shall use the  Information  only in
          connection  with the  performance  of his  duties  hereunder,  and not
          otherwise  for his  benefit  or the  benefit  of any  other  person or
          entity. For the purposes of this Agreement, Information shall include,
          but  not  be  limited  to,  any  confidential  information  concerning
          clients,  subscribers,  marketing, business and operational methods of
          the Company or its  affiliates  and its and its  affiliates'  clients,
          subscribers, contracts, financial or other data, technical data or any
          other confidential or proprietary information possessed, owned or used
          by   the   Company.   Excluded   from   Executive's   obligations   of
          confidentiality  is any part of such Information  that: (i) was in the
          public  domain  prior  to the  date  of  commencement  of  Executive's
          employment  with the  Company or (ii) enters the public  domain  other
          than as a result of Executive's breach of this covenant.  This Section
          (4) (a) shall  survive  the  expiration  or  termination  of the other
          provisions of this Agreement.

     (b)  Executive  shall  fully  disclose  to  the  Company  all  discoveries,
          concepts,  and ideas,  whether or not patentable,  including,  but not
          limited to, processes,  methods,  formulas, and techniques, as well as
          improvements  thereof  or  know-how  related  thereto   (collectively,
          "Inventions")  concerning or relating to the business conducted by the
          Company and concerning  any present or  prospective  activities of the
          Company which are published,  made or conceived by Executive, in whole
          or in part, during Executive's employment with the Company.

     (c)  Executive  shall  make  applications  in due  form for  United  States
          letters patent and foreign  letters  patent on such  Inventions at the
          request of the Company  and at its  expense,  but  without  additional
          compensation to Executive.  Executive  further agrees that any and all
          such  Inventions  shall be the  absolute  property  of  Company or its
          designees.  Executive  shall assign to the Company all of  Executive's
          right,  title and interest in any and all Inventions,  execute any and
          all  instruments  and do any and all acts  necessary  or  desirable in
          connection  with  any  such  application  for  letters  patent  or  to
          establish  and  perfect in the Company the entire  right,  title,  and
          interest in such  Inventions,  patent  applications,  or patents,  and
          shall execute any instrument necessary or desirable in connection with
          any continuations,  renewals, or reissues thereof or in the conduct of
          any related proceedings or litigation.


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<PAGE>

     (d)  During  Executive's  employment  with the  Company and for a period of
          eighteen (18) months after the earlier of the expiration  date of this
          Agreement or the termination  Executive's  employment hereunder by the
          Company  for Cause or by  Executive  (other  than for Good  Reason) or
          subsequent to a Change in Control, as hereinafter defined:

          (i)  Executive  will not,  directly or  indirectly,  engage in, own or
               control an interest in (except as a passive  investor in publicly
               held  companies  and  except  for  investments  held at the  date
               hereof)  or act as an  officer,  director,  or  employee  of,  or
               consultant  or adviser  to,  any  entity  located in any state in
               which the  Company  provides  or has  provided  its  services  or
               products  (the  "Covered  Area"),  that  competes,   directly  or
               indirectly, with any of the products or services being offered or
               actively  under  consideration  for  offer  during  the  term  of
               Executive's employment with the Company;

          (ii) Executive  will not  recruit  or hire any  employee,  independent
               contractor  or vendor of the Company,  or  otherwise  induce such
               employee,  independent contractor or vendor to leave the Company,
               to  become  an  employee  of  or  otherwise  be  associated  with
               Executive or any company or business  with which  Executive is or
               may become associated.

          (iii) Executive  will not  solicit  or  accept  from any  customer  or
               account of the  Company  existing at the time or within 18 months
               preceding the  termination  of  Executive's  employment  with the
               Company,  any  business of the kind  offered or  conducted by the
               Company as of the termination of the Executive's  employment with
               the Company.

     (e)  If any portion of the restrictive  covenants contained in this Section
          4 are held to be  unreasonable,  arbitrary or against  public  policy,
          each  covenant  shall  be  considered  divisible  both as to time  and
          geographic  area,  such that each month  within the  specified  period
          shall be deemed a separate  period of time and each county  within the
          Covered Area shall be deemed a separate  geographical area,  resulting
          in an  intended  requirement  that  the  longest  lesser  time and the
          largest lesser  geographic  area  determined  not to be  unreasonable,
          arbitrary,  or against  public  policy shall remain  effective  and be
          specifically enforceable against the Executive.

     (f)  Each  restrictive  covenant on the part of the  Executive set forth in
          this  Agreement  shall be construed as a covenant  independent  of any
          other covenant or provision of this  Agreement or any other  agreement
          which the  Executive may have,  whether fully  performed or executory,
          and the  existence  of any claim or cause of  action by the  Executive
          against  the  Company  whether  predicated  upon  another  covenant or
          provision of this Agreement or otherwise,  shall not, unless otherwise
          allowed by applicable law,  constitute a defense to the enforcement by
          the Company of any other covenant.

     (g)  The period of time  during  which the  Executive  is  prohibited  from
          engaging  in the  practices  identified  in this  Section  4 shall  be
          extended by any length of time during which the Executive is in breach
          of such covenants.


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5. Change of Control.

In the event of a Change of Control, the following provisions shall apply:

     (a)  If, immediately upon a Change of Control or at any time within one (1)
          year  thereafter,  Executive is no longer  employed by the Company (or
          any entity to which this Agreement may be assigned in connection  with
          such Change of Control) for any reason other than  Executive's  death,
          legal  incapacity  or  disability,  Executive  shall  be  entitled  to
          receive, within 10 days after the termination date, a lump sum payment
          ("Change  of  Control  Payment")  equal  to one  half  the  amount  of
          Executive's  annual Base Salary then in effect plus any other  amounts
          accrued  and  unpaid  as of the  date  of  termination  (i.e.,  earned
          bonuses, car allowance,  unreimbursed business expenses, and any other
          amount due to Executive under employee benefit or fringe benefit plans
          of the Company).  Notwithstanding the foregoing, if Executive shall so
          request,  any Change of Control  Payment may be paid to  Executive  in
          substantially  equal  monthly  installments,  or  more  frequently  in
          accordance with the Company's usual payroll policy. Additionally,  any
          and all  options,  warrants or other  securities  awarded to Executive
          pursuant to the Company's  Stock Option Plan or any other similar plan
          shall, as of the date of Executive's termination, immediately vest and
          become  exercisable by Executive for the duration of the period during
          which the options,  warrants or other  securities  would have remained
          exercisable if Executive had remained employed by the Company.

     (b)  For purposes of this Section 5, a "Change of Control"  shall be deemed
          to occur upon any of the following events:

          (1)  Any "person" or "group"  within the meaning of Sections 13(d) and
               14(d)(2) of the Exchange Act (i) becomes the "beneficial  owner,"
               as defined in Rule 13d-3 under the  Exchange  Act, of 50% or more
               of the combined  voting power of the Company's  then  outstanding
               securities,  otherwise  than through a  transaction  or series of
               related  transactions  arranged by, or consummated with the prior
               approval of, the Board or (ii) acquires by proxy or otherwise the
               right  to  vote  50% or  more  of  the  then  outstanding  voting
               securities of the Company,  otherwise than through an arrangement
               or arrangements consummated with the prior approval of the Board,
               for the election of directors, for any merger or consolidation of
               the Company or for any other matter or question.

          (2)  During any period of 12  consecutive  months (not  including  any
               period prior to the adoption of this Section),  Present Directors
               and/or  New  Directors  cease  for any  reason  to  constitute  a
               majority of the Board.  For purposes of the  preceding  sentence,
               "Present  Directors"  shall mean individuals who at the beginning
               of such  consecutive  12-month  period were members of the Board,
               and "New Directors" shall mean any director whose election by the
               Board  or  whose   nomination   for  election  by  the  Company's
               stockholders was approved by a vote of at least two-thirds of the
               directors then still in office who were Present  Directors or New
               Directors.


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          (3)  Consummation of (i) any consolidation or merger of the Company in
               which the Company is not the continuing or surviving  corporation
               or pursuant  to which  shares of Stock  would be  converted  into
               cash,  securities or other  property,  other than a merger of the
               Company in which the  holders of Stock  immediately  prior to the
               merger have the same  proportion and ownership of common stock of
               the surviving  corporation  immediately  after the merger or (ii)
               any sale,  lease,  exchange or other transfer (in one transaction
               or a series of related  transactions)  of all,  or  substantially
               all,  of  the  assets  of  the  Company;   provided,   that,  the
               divestiture of less than  substantially  all of the assets of the
               Company in one  transaction or a series of related  transactions,
               whether effected by sale, lease,  exchange,  spin-off sale of the
               stock  or  merger  of  a  subsidiary  or  otherwise,   shall  not
               constitute a Change in Control.

For purposes of this Section 5(b), the rules of Section 318(a) of the Code and
the regulations issued thereunder shall be used to determine stock ownership.

     (c)  Excise Tax  Gross-Up.  If  Executive  becomes  entitled to one or more
          payments (with a "payment"  including the vesting of restricted stock,
          a stock  option,  or other  non-cash  benefit  or  property),  whether
          pursuant to the terms of this Agreement or any other plan or agreement
          with the Company or any affiliated company  (collectively,  "Change of
          Control  Payments"),  which are or become  subject to the tax ("Excise
          Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as
          amended (the  "Code"),  the Company shall pay to Executive at the time
          specified  below  such  amount  (the  "Gross-up  Payment")  as  may be
          necessary to place  Executive in the same after-tax  position as if no
          portion of the  Change of Control  Payments  and any  amounts  paid to
          Executive  pursuant  to this  paragraph  5(c) had been  subject to the
          Excise Tax. The Gross-up  Payment shall include,  without  limitation,
          reimbursement  for any  penalties  and  interest  that may  accrue  in
          respect of such Excise Tax. For purposes of determining  the amount of
          the Gross-up  Payment,  Executive shall be deemed:  (A) to pay federal
          income taxes at the highest  marginal rate of federal income  taxation
          for the year in which the Gross-up  Payment is to be made;  and (B) to
          pay any  applicable  state  and  local  income  taxes  at the  highest
          marginal  rate of taxation for the calendar year in which the Gross-up
          Payment is to be made, net of the maximum  reduction in federal income
          taxes which could be obtained  from  deduction of such state and local
          taxes  if  paid  in  such  year.  If the  Excise  Tax is  subsequently
          determined to be less than the amount taken into account  hereunder at
          the time the Gross-up  Payment is made,  Executive  shall repay to the
          Company at the time that the amount of such reduction in Excise Tax is
          finally determined (but, if previously paid to the taxing authorities,


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          not prior to the time the  amount of such  reduction  is  refunded  to
          Executive or otherwise realized as a benefit by Executive) the portion
          of the  Gross-up  Payment that would not have been paid if such Excise
          Tax had been used in initially  calculating the Gross-up Payment, plus
          interest  on the  amount of such  repayment  at the rate  provided  in
          Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is
          determined  to exceed the amount taken into  account  hereunder at the
          time  the  Gross-up  Payment  is  made,  the  Company  shall  make  an
          additional  Gross-up  Payment  in  respect  of such  excess  (plus any
          interest  and  penalties  payable  with respect to such excess) at the
          time  that the  amount  of such  excess  is  finally  determined.  The
          Gross-up  Payment provided for above shall be paid on the 30th day (or
          such  earlier  date as the Excise Tax  becomes  due and payable to the
          taxing  authorities)  after it has been  determined that the Change of
          Control  Payments  (or any portion  thereof) are subject to the Excise
          Tax; provided, however, that if the amount of such Gross-up Payment or
          portion  thereof  cannot be finally  determined on or before such day,
          the  Company  shall  pay to  Executive  on such  day an  estimate,  as
          determined  by  counsel  or  auditors  selected  by  the  Company  and
          reasonably  acceptable  to  Executive,  of the minimum  amount of such
          payments.  The Company  shall pay to Executive  the  remainder of such
          payments  (together  with  interest  at the rate  provided  in Section
          1274(b)(2)(B)  of the  Code)  as soon  as the  amount  thereof  can be
          determined.  In the event  that the amount of the  estimated  payments
          exceeds  the amount  subsequently  determined  to have been due,  such
          excess shall constitute a loan by the Company to Executive, payable on
          the fifth day after demand by the Company  (together  with interest at
          the rate provided in Section  1274(b)(2)(B)  of the Code). The Company
          shall  have the right to control  all  proceedings  with the  Internal
          Revenue  Service that may arise in connection  with the  determination
          and assessment of any Excise Tax and, at its sole option,  the Company
          may pursue or forego any and all administrative appeals,  proceedings,
          hearings, and conferences with any taxing authority in respect of such
          Excise Tax  (including any interest or penalties  thereon);  provided,
          however, that the Company's control over any such proceedings shall be
          limited to issues with  respect to which a Gross-up  Payment  would be
          payable  hereunder,  and  Executive  shall be  entitled  to  settle or
          contest any other issue raised by the Internal  Revenue Service or any
          other taxing authority.  Executive shall cooperate with the Company in
          any proceedings  relating to the  determination  and assessment of any
          Excise  Tax and  shall not take any  position  or  action  that  would
          materially increase the amount of any Gross-up Payment hereunder.

6. No Violation.

         Executive warrants that the execution and delivery of this Agreement
and the performance of his duties hereunder will not violate the terms of any
other agreement to which he is a party or by which he is bound. Additionally,
Executive warrants that Executive has not brought and will not bring to the
Company or use in the performance of Executive's responsibilities at the Company
any materials or documents of a former employer that are not generally available


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<PAGE>

to the public, unless Executive has obtained express written authorization from
the former employer for their possession and use. Executive represents that he
is not and, since the commencement of Executive's employment with the Company
has not been a party to any employment, proprietary information,
confidentiality, or noncompetition non-competition agreement with any of
Executive's former employers which remains in effect as the date hereof..
Notwithstanding the foregoing, Executive currently has an agreement with
Executive's previous employer which remains in effect, a copy of which is
attached hereto and made a part hereof as Exhibit B. The warranties set forth in
this Section 6 shall survive the expiration or termination of the other
provisions of this Agreement.

7. Breach by Executive.

         Both parties recognize that the services to be rendered under this
Agreement by Executive are special, unique and extraordinary in character, and
that in the event of the breach by Executive of the terms and conditions of this
Agreement to be performed by him or in the event Executive performs services for
any person, firm or corporation engaged in a competing line of business with
Company, the Company shall be entitled, if it so elects, to institute and
prosecute proceedings in any court of competent jurisdiction, whether in law or
in equity, to, by way of illustration and not limitation, obtain damages for any
breach of this Agreement, or to enforce the specific performance thereof by
Executive, or to enjoin Executive from competing with the Company or, performing
services for himself or any such other person, firm or corporation. The Company
may obtain an injunction restraining any such breach by Executive and no bond or
other security shall be required in connection therewith. The Company and
Executive each consent to the jurisdiction of United States Federal District
Court for the Northern District of Alabama.

8.       Miscellaneous.

     (a)  This  Agreement  shall be binding upon and inure to the benefit of the
          Company,  its  successors,  and  assigns  and may not be  assigned  by
          Executive.

     (b)  This Agreement contains the entire agreement of the parties hereto and
          supersedes  all  prior  or  concurrent  agreements,  whether  oral  or
          written,  relating to the subject matter hereof. This Agreement may be
          amended only by a writing signed by the party against whom enforcement
          is sought.

     (c)  THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
          THE LAWS OF THE STATE OF ALABAMA  WITHOUT  REGARD TO ITS  CONFLICTS OF
          LAWS, RULES OR PRINCIPLES.

     (d)  Any notices or other  communications  required or permitted  hereunder
          shall be in writing and shall be deemed  effective  when  delivered in
          person  or, if mailed,  on the date of  deposit in the mails,  postage
          prepaid,  to the other party at the  respective  address of such party
          set forth herein or to such other address as shall have been specified
          in writing by either party to the other in accordance herewith.


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<PAGE>

     (e)  The provisions of Sections 4(a),  4(d) and 6 and the other  provisions
          of this  Agreement  which by their terms  contemplate  survival of the
          termination  of this  Agreement,  shall  survive  termination  of this
          Agreement and be deemed to be independent covenants.

     (f)  If any term or provision of this  Agreement or its  application to any
          person or circumstance is to any extent invalid or unenforceable,  the
          remainder  of this  Agreement,  or the  application  of  such  term or
          provision to persons or circumstances  other than those as to which it
          is held invalid or unenforceable,  shall not be affected thereby,  and
          each term and  provision  shall be valid and  enforced  to the fullest
          extent permitted by law.

     (g)  No delay or omission to exercise any right,  power or remedy  accruing
          to any party hereto  shall  impair any such right,  power or remedy or
          shall be construed to be a waiver of or an  acquiescence to any breach
          hereof.  No waiver of any breach of this Agreement  shall be deemed to
          be a waiver  of any  other  breach of this  Agreement  theretofore  or
          thereafter  occurring.  Any waiver of any  provision  hereof  shall be
          effective only to the extent  specifically set forth in the applicable
          writing.  All  remedies  afforded  under this  Agreement  to any party
          hereto,  by law or otherwise,  shall be cumulative and not alternative
          and  shall not  preclude  assertion  by any party  hereto of any other
          rights or the  seeking of any other  rights or  remedies  against  any
          other party hereto.

     (h)  It is the intent of the  Company  that  Executive  not be  required to
          incur  any  legal  fees  or  disbursements  associated  with  (i)  the
          interpretation  of any  provision  in,  or  obtaining  of any right or
          benefit under this  Agreement,  or (ii) the  enforcement of his rights
          under this Agreement,  including,  without limitation by litigation or
          other  legal  action,  because  the cost  and  expense  thereof  would
          substantially  detract  from the  benefits to be extended to Executive
          hereunder.  Accordingly,  the Company irrevocably authorizes Executive
          from time to time to retain  counsel of his choice,  at the expense of
          the  Company  as  hereafter   provided,   to  represent  Executive  in
          connection  with  the   interpretation   and/or  enforcement  of  this
          Agreement,  including without  limitation the initiation or defense of
          any  litigation  or other  legal  action,  whether by or  against  the
          Company, or any Director,  officer,  stockholder,  or any other person
          affiliated with the Company in any jurisdiction. The Company shall pay
          or cause to be paid and  shall be solely  responsible  for any and all
          reasonable  attorneys'  and  related  fees and  expenses  incurred  by
          Executive under this Section 8(h).

     (i)  The Background  section of this Agreement is hereby  incorporated into
          the Operative Provisions of this Agreement.


                                       12
<PAGE>

9.       Indemnification.

         The Company agrees to indemnify Executive to the fullest extent
permitted by applicable law, as such law may be hereafter amended, modified or
supplemented and to the fullest extent permitted by each of the Company's
Restated Certificate of Incorporation and the Company's Amended and Restated
By-Laws, as from time to time amended, modified or supplemented. The Company
further agrees that Executive is entitled to the benefits of any directors and
officers' liability insurance policy, in accordance with the terms and
conditions of that policy, if such a policy is maintained by the Company.


                           (Signature Page To Follow)



                                       13
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first stated above.

                                     COMPANY
                                     -------

                                     DIGITAL FUSION, INC.



                                     By:   /s/ Gary S. Ryan
                                        ----------------------------------------
                                     Its:  President



                                     EXECUTIVE


                                     /s/ Edward G. Rawlinson
                                     -------------------------------------------
                                     Edward G. Rawlinson




                                       14