EXHIBIT 10.11


                            STOCK TRANSFER AGREEMENT
                            ------------------------

                      COMMON STOCK OF DIGITAL FUSION, INC.

     This Stock Transfer Agreement is made and entered into by and among Digital
Fusion,  Inc. ("the Company"),  Madison Run, LLC (the  "Transferor") and AABBRR,
LLC (the  "Transferee") with respect to the transfer by the Transferor of common
stock,  par value $.001 per share (the "Common  Stock") of the Company  pursuant
hereto.

                              PRELIMINARY STATEMENT

     1.  The  Transferor  and  the  Company  have  previously  entered  into  an
Additional  Subscription  Agreement  dated as of October  21,  2004  whereby the
Transferor  purchased  from the Company  1,650,000  shares of Common  Stock (the
"Subscription Agreement").

     2. Transferor desires to transfer to Transferee,  and Transferee desires to
acquire from Transferor, 100,000 shares of Common Stock acquired pursuant to the
Subscription  Agreement  (the  "Stock"),  on the terms and  conditions set forth
herein.

     NOW THEREFORE, in consideration of the Transferee's agreement to accept the
Transferor's  transfer  of  shares  of the  Common  Stock  upon  the  terms  and
conditions  set forth in this Stock Transfer  Agreement,  the Transferor and the
Transferee agree and represent as follows:

A. TRANSFER OF THE STOCK

     Upon the terms and conditions  set forth in this Stock Transfer  Agreement,
Transferor shall sell,  assign,  transfer,  convey and deliver to Transferee and
Transferee  shall  acquire from  Transferor,  the Stock and all of  Transferor's
respective  right,  title and interest in the Stock in exchange for an aggregate
payment of ONE HUNDRED THOUSAND DOLLARS ($100,000) (the "Purchase  Price").  The
Stock will be transferred to the Transferee  concurrent  with the payment of the
Purchase Price and the Purchase Price shall be paid to the Transferor concurrent
with the execution of this Stock Transfer Agreement.

B. REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR AND THE COMPANY

     1. The Transferor has all requisite  corporate power and authority to enter
into and  perform  its  obligations  under this Stock  Transfer  Agreement.  The
execution,  delivery and  performance  by the  Transferor of this Stock Transfer
Agreement has been duly authorized by all necessary action.

     2. The  Transferor has good,  valid and  marketable  title to the Stock and
such Stock is, to the best of the Transferor's knowledge,  free and clear of any
and all liens and encumbrances.

     3. The Company acknowledges its representations, warranties and obligations
in the  Subscription  Agreement,  and agrees that the  Transferee is entitled to
rely  thereon in respect to the Stock  acquired by  Transferee  under this Stock
Transfer Agreement.

C. REPRESENTATIONS AND WARRANTIES OF THE TRANSFEREE

     1. The initial  offer and sale of the Stock was  intended to be exempt from
registration under Section 4(2) of the Securities Act of 1933, as amended,  (the
"Securities Act") and/or Regulation D promulgated under the Securities Act. As a
result,  the  Transferor  made certain  representations  and  warranties  to the
Company in the Subscription  Agreement.  In furtherance of the transfer of Stock
as contemplated by this Stock Transfer Agreement,  the Transferee represents and
warrants to the Transferor and the Company as follows:



<PAGE>

     (a) The Stock is being  purchased  for the  account of the  Transferee  for
     investment  purposes only and not for the account of any other person,  and
     not with a view to  distribution,  assignment  or  resale  to  others or to
     fractionalization in whole or in part.

     (b) No other  person  has or will  have a  direct  or  indirect  beneficial
     interest  in the Stock and the  Transferee  will not sell,  hypothecate  or
     otherwise  transfer the Stock except in  accordance  with the  registration
     provisions of the  Securities  Act and applicable  state  securities  laws,
     unless an opinion of counsel  acceptable to the Company and the  Transferor
     and their  respective  counsel is provided  which  states that an exemption
     from the  registration  requirements  of the  Securities Act and applicable
     state securities laws is available.

     (c) In  evaluating  the  suitability  of an  investment  in the Stock,  the
     Transferee  has not relied upon any  representations  or other  information
     (whether oral or written) from the Transferor,  the Company or any of their
     respective agents other than as set forth in the Company's periodic reports
     filed  pursuant to the  Securities  Exchange Act of 1934, as amended,  (the
     "Periodic  Reports"),  in this Stock  Transfer  Agreement  and in documents
     provided pursuant to Section C.1.(d) of this Stock Transfer  Agreement.  No
     oral or  written  representations  have  been  made,  or  oral  or  written
     information  furnished  to, the  Transferee  or its  advisors,  if any,  in
     connection   with  the  offering  of  the  Stock  which  were  in  any  way
     inconsistent with the Periodic Reports.

     (d) The Company and the  Transferor  have made  available to the Transferee
     the  opportunity  to  ask  questions  of the  Company's  officers  and  all
     documents and information that the Transferee has requested relating to the
     purchase of the Stock.

     (e) The Transferee  recognizes  that an investment in the Company  involves
     substantial  risks  and  represents  that the  Transferee  has  taken  full
     cognizance of and  understands  all of the risks related to the purchase of
     the Stock.  The  Transferee can bear the economic risk of losing the entire
     investment in the Stock.

     (f) The Transferee has carefully  considered and has, to the extent he, she
     or it believes such discussion to be necessary,  discussed with his, her or
     its professional  legal,  tax and financial  advisers the suitability of an
     investment in the Company, and the Transferee has determined that the Stock
     is a suitable investment for the Transferee.

     (g) The  statements  and  information  set forth in the  Entities  Investor
     Qualification  Questionnaire  (the  "Questionnaire")  and  attached to this
     Stock Transfer Agreement as Exhibit A, are true, accurate and complete. All
     information  which the  Transferee  has provided to the  Transferor and the
     Company  concerning the Transferee and the Transferee's  financial position
     is correct and complete as of the date set forth below, and if there should
     be any change in such  information  prior to the transfer of the Stock, the
     Transferee will immediately provide such information to the Company and the
     Transferor and will promptly send  confirmation of such  information to the
     Company and the Transferor.

     (h) The  Transferee's  overall  commitment  to  investments  which  are not
     readily marketable is not  disproportionate  to the Transferee's net worth,
     and the  Transferee's  investment  in the Stock will not cause such overall
     commitment to become excessive.

     (i) The  Transferee  has adequate  means of providing for its current needs
     and personal  contingencies and has no need for liquidity in its investment
     in the Stock.

     (j) If this Stock Transfer Agreement is executed and delivered on behalf of
     an  entity,  the  person  executing  and  delivering  this  Stock  Transfer
     Agreement has been duly authorized and is duly qualified to (i) execute and
     deliver this Stock Transfer  Agreement and all other  instruments  executed
     and delivered on behalf of the  Transferee in connection  with the transfer
     of the Stock,  and (ii)  purchase and hold the Stock.  The signature of the
     person  executing and delivering  this Stock Transfer  Agreement is binding
     upon such  entity  and such  entity has not been  formed  for the  specific
     purpose of acquiring the Stock.



                                       2
<PAGE>

     2. The foregoing representations and warranties are true and accurate as of
the date of this Stock Transfer Agreement,  shall be true and accurate as of the
date of the acceptance of this Stock  Transfer  Agreement by the Company and the
Transferor and shall survive thereafter.  If such  representations or warranties
shall not be true and accurate in any respect,  the  Transferee  will,  prior to
such  acceptance,  give  written  notice  of such  fact to the  Company  and the
Transferor  specifying  which  representations  and  warranties are not true and
accurate and the reasons therefor.

     3. The Transferee  shall indemnify and hold harmless the Transferor and the
Company   and   any   of  its   respective   officers,   employees,   registered
representatives, directors or control persons who were or are a party to, or are
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason  of,  or  arising  from  any  actual  or  alleged   misrepresentation  or
misstatement  of facts,  or omission to represent  or state  facts,  made by the
Transferee to the Transferor  and the Company,  concerning the Transferee or its
financial  position,  in  connection  with the  offering  and sale of the Stock,
against losses, liabilities and expenses actually and reasonably incurred by the
Transferor,  the  Company  or  any  of  their  respective  officers,  employees,
registered  representatives,  directors or control persons (including attorneys'
fees,  judgments,  fines and amounts paid in settlement) in connection with such
action, suit or proceeding.

D. TRANSFEREE INFORMATION

     The Transferee and each of its members is an "accredited  investor" as that
term is defined in Rule 501(a) of Regulation D promulgated  under the Securities
Act  ("Accredited  Investor").  In furnishing the  information  set forth in the
Questionnaire,  the Transferee  acknowledges that the Transferor and the Company
will be relying  thereon in determining,  among other things,  whether there are
reasonable  grounds to believe that the Transferee and its members qualify as an
Accredited Investor under the Securities Act.

E. TRANSFEREE UNDERSTANDINGS

     1. The Transferee understands,  acknowledges and agrees with the Transferor
and the Company as follows:

     (a) The  Transferee  through  each of its  members has such  knowledge  and
     experience  in  financial  and  business  matters  that  it is  capable  of
     evaluating  the merits and risks of investment in the Company and of making
     an informed investment decision.

     (b)  The  Transferee  through  each of its  members  has by  reason  of its
     business or financial experience,  the capacity to protect its own interest
     in connection with this transaction.

     (c)  Except as set forth  herein,  the  Company is under no  obligation  to
     register the Stock on behalf of the  Transferee or to assist the Transferee
     in  complying  with  any  exemption  from  registration.   The  certificate
     representing the Stock shall be marked with the following legend:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR
         OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
         AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
         LAW OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID
         ACT AND ANY APPLICABLE STATE SECURITIES LAWS

     2. The foregoing  understandings,  acknowledgments  and  agreements in this
Stock  Transfer  Agreement  are true and  accurate  as of the date of this Stock
Transfer Agreement,  shall be true and accurate as of the date of the acceptance
of this Stock Transfer Agreement by the Company and shall survive thereafter.



                                       3
<PAGE>

F. REGISTRATION RIGHTS

     1. At any time, and from time to time,  that the  Transferor  exercises its
right to require  the Company to register  shares of Common  Stock  issued to it
under the Subscription  Agreement for offer and sale under applicable securities
laws,   (whether  a  Company   Registration  or  a  Demand   Registration)  (the
"Registration  Rights")  the  Company  and the  Transferor  agree to include the
Stock, in whole or in part, at the  Transferee's  option,  in such  registration
(the "Add-on Registration").

     (a) If the managing  underwriter of the registered  offering  determines in
     good faith that marketing factors (including  pricing) require a limitation
     of the number of shares of Common Stock to be underwritten, the underwriter
     may  exclude  some  or  all  of  the  Stock  from  such   registration  and
     underwriting.   The  Company  shall  so  advise  the   Transferor  and  the
     Transferee, and the number of shares of Common Stock to be included in such
     registration  shall be allocated as follows:  first, for the account of the
     Company,  all shares of Common  Stock  proposed to be sold by the  Company;
     second,  for the account of the Transferor,  the number of shares of Common
     Stock owned by the Transferor  requested to be included in the registration
     up to the amount of the  limitation  imposed by the  managing  underwriter;
     third,  for the account of the  Transferee,  pro rata with shares of Common
     Stock transferred by the Transferor to any other transferee,  the number of
     shares of Stock  requested  to be  included in the  registration  up to the
     amount of the limitation imposed by the managing  underwriter;  and fourth,
     for the account of any other  investor  that has been granted  registration
     rights with respect to shares of Common  Stock on the terms and  conditions
     of any agreement pertaining to such registration rights.

     (b) If the Transferee  disapproves  of the terms of any such  underwriting,
     the  Transferee  may elect to withdraw  therefrom by written  notice to the
     Company, the Transferor and the managing  underwriter.  Any shares of Stock
     excluded or withdrawn from such  underwriting  shall be withdrawn from such
     registration.

     2. At any time that the Transferor  determines to exercise the Registration
Rights,  the  Transferor  will give  written  notice  thereof  (the  "Invitation
Notice") to the Transferee and the Transferee will,  within 5 days of receipt of
the  Invitation  Notice,  deliver to the  Transferor  and the Company,  a notice
indicating  whether or not the Transferee will participate in such  registration
and the number of shares of Stock that it wishes to include in such registration
(the "Intention  Notice").  If the Transferor and the Company do not receive the
Intention Notice within the 5 days after delivery of the Invitation  Notice, the
Transferee shall have no right to participate in the registration.

     3. If the Transferee  delivers the Intention Notice pursuant to paragraph 2
above,  the Company  agrees to permit the  Transferor  to increase the number of
shares  of  Common  Stock  to be  included  in a  registration,  subject  to the
limitations in paragraph 1(a) above.



                                       4
<PAGE>

     4. In the event of any Add-on Registration,  the Transferee will be subject
to all  obligations of the Transferor  set forth in the  Subscription  Agreement
pertaining  to  the  Registration  Rights,   including,   but  not  limited  to,
obligations   pertaining  to   indemnification,   compliance  with  registration
procedures  as set forth in the  Subscription  Agreement  and payment of selling
expenses.

     5. The  Transferee  shall be entitled to receive  indemnification  from the
Company and shall have the same obligations to indemnify the Company as does the
Transferor in the Subscription Agreement.

G. EXPENSES

     All  expenses  incurred  relating  to the  transfer  of the Stock  from the
Transferor  to  the  Transferee  pursuant  to  this  Stock  Transfer  Agreement,
including  reasonable  legal  expenses and the cost of any  required  federal or
state securities filings, shall be borne by the Transferee.

H. CONSENT

     The Company  hereby  consents to the transfer of the Stock as  contemplated
herein and waives all transfer restrictions applicable to the Stock. The Company
agrees to direct its  transfer  agent and  registrar  to remove any  restrictive
legends and release any stop-transfer order pertaining to the Stock for the sole
purpose of  transferring  the Stock and to  register  the  transfer of the Stock
pursuant to this Stock Transfer Agreement and any stock power or other documents
pertaining to the Stock and executed by the  Transferor to transfer the Stock to
the  Transferee.  The Company  further  agrees to direct its transfer  agent and
registrar  to replace any  restrictive  legend on the Stock after such Stock has
been transferred to the Transferee.

I. MISCELLANEOUS

     1. Neither this Stock  Transfer  Agreement nor any provisions of this Stock
Transfer Agreement shall be waived, modified, changed,  discharged,  terminated,
revoked or  cancelled  except by an  instrument  in writing  signed by the party
against whom any change, discharge or termination is sought.

     2. The failure of the Transferor or the Transferee to exercise any right or
remedy under this Stock Transfer  Agreement or any other  agreement  between the
Transferor and the Transferee,  or otherwise,  or delay by the Transferor or the
Transferee in exercising  such right or remedy,  will not operate as a waiver of
any such right or remedy.  No waiver by the Transferor or the Transferee will be
effective  unless and until it is in writing and signed by the Transferor or the
Transferee as the case may be.

     3.  Notices  required or  permitted  to be given under this Stock  Transfer
Agreement shall be in writing and shall be deemed to be sufficiently  given when
personally  delivered  or sent  by  Federal  Express,  UPS or  other  nationally
recognized  overnight delivery service,  postage pre-paid,  and addressed to the
Transferee at the address set forth in the  Questionnaire,  to the Transferor at
1331 H Street,  N.W.,  12th Floor,  Washington  D.C. 20005 and to the Company at
4940-A Corporate Drive, Huntsville, Alabama 35805.

     4. This Stock Transfer Agreement shall be enforced,  governed and construed
in all respects in  accordance  with the laws of the State of Delaware  (without
giving effect to principles of conflicts of laws). This Stock Transfer Agreement
shall  be  binding  upon and  inure to the  benefit  of the  Transferee  and its
successors and assigns and shall be binding upon and inure to the benefit of the
Transferor and its successors and assigns.

     5. In the event that any provision of this Stock Transfer Agreement is held
to be invalid,  illegal, or unenforceable,  in whole or in part, such invalidity
shall not affect any otherwise valid  provision,  and all other valid provisions
shall remain in full force and effect.



                                       5
<PAGE>

     6. This  Stock  Transfer  Agreement  supersedes  all  previous  agreements,
negotiations,  or  communications  between  the  parties to this Stock  Transfer
Agreement with respect to the subject  matter of this Stock Transfer  Agreement,
and contains the complete and exclusive expression of the understanding  between
the parties.  This Stock  Transfer  Agreement  cannot be amended,  modified,  or
supplemented  in any respect except by a subsequent  written  agreement  entered
into by both parties.

     7. Time is of the essence of this Stock Transfer Agreement.

     8. All  representations and warranties of the Transferor and the Transferee
contained  herein shall survive the date of this Stock Transfer  Agreement,  the
transfer of the Stock and the termination or expiration of the rights  hereunder
and shall terminate on the applicable statute of limitations.  All agreements of
the Company,  the Transferor and the Transferee  contained  herein shall survive
indefinitely until, by their respective terms, they are no longer operative.



                                       6
<PAGE>

     IN WITNESS  WHEREOF,  the Company,  the Transferee and the Transferor  have
executed  this  Subscription  Agreement  to be  effective  as of the  2nd day of
December, 2004.


                                        MADISON RUN, LLC
                                        By: Madison Run Holdings, LLC,
                                                its Managing Member


                                        By:/s/ Stewart Hall
                                           ------------------------------------
                                           Stewart Hall, Managing Member


                                        AABBRR, LLC


                                        By:/s/ Richard A. Kay
                                           ------------------------------------
                                           Richard A. Kay, General Manager


                                        DIGITAL FUSION, INC.


                                        By:/s/ Roy E. Crippen, III
                                           ------------------------------------
                                           Roy E. Crippen III, CEO



                                       7
<PAGE>

                                                                   EXHIBIT A

===============================================================================
                      DIGITAL FUSION, INC. (THE "COMPANY")
                      INVESTOR QUALIFICATION QUESTIONNAIRE
                                    Entities

EACH INVESTOR MUST COMPLETE PART A AND PART B BELOW. The purpose of this section
is to aid in determining whether an investor is an accredited investor pursuant
to Rule 501(a) under Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
===============================================================================
                           PART A: General Information
================================================== ============================
Name of Subscriber                                 State of Organization


-------------------------------------------------- ----------------------------
Address of Principal Place of Business             Nature of Business



-------------------------------------------------- ----------------------------
Was the Investor created for the specific purpose of investing in the Company?
                                                      |_|  Yes      |_|  No


If the Investor is a partnership or a trust, do its individual partners or
beneficiaries have the right to make a decision whether or not to participate in
the proposed investment?

                 |_|  Yes            |_|  No          |_|  Not Applicable


If the answer to either of the two preceding questions is "Yes," Item (m) of
Part B of this Questionnaire must be checked, if true. If Item (m) of Part B is
not applicable, the information required by Part A and Part B must be furnished
with respect to each owner of an equity interest in the entity (or each
beneficiary of a trust, if applicable) on separate pages that are validly signed
and dated on behalf of each such owner or beneficiary. Alternatively, each such
owner or beneficiary may complete and execute a separate copy of this
Subscription Agreement.
-------------------------------------------------------------------------------
Has the Investor ever been charged with, convicted of, or pleaded guilty, nolo
contendere or no contest to, any crime or civil offense (excluding only minor
traffic offenses).
                |_|  Yes                |_|  No


If yes, please give the details, including relevant dates and locations:



-------------------------------------------------------------------------------
To the Investor's knowledge, has the investor ever been the subject of an
investigation by any law enforcement or other governmental agency (other than
routine background checks).

                         |_|  Yes               |_|  No

If yes, please give the details, including relevant dates and locations.



===============================================================================



                                      A-1
<PAGE>

===============================================================================
               PART B: Accredited Investor Qualification Standards
===============================================================================

The financial information and representations in this section are intended to
permit the Company to determine whether the Investor qualifies as an accredited
investor under Regulation D of the Securities and Exchange Commission.

The Investor represents and warrants that it is (check one or more):

|_|  (a)     A bank, as defined in Section 3(a)(2) of the Securities Act of
             1933, as amended (the "1933 Act");

|_|  (b)     A savings and loan association or other institution, as defined in
             Section 3(a)(5)A) of the 1933 Act;

|_|  (c)     A broker or dealer registered pursuant to Section 15 of the
             Securities Exchange Act of 1934, as amended (the "1934 Act");

|_|  (d)     An insurance company, as defined in Section 2(13) of the 1933 Act;

|_|  (e)     An investment company registered under the Investment Company
             Act of 1940, as amended (the "1940 Act"), or a business development
             company as defined in Section 2(a)(48) of the 1940 Act;

|_|  (f)     A Small Business Investment Company licensed by the U.S. Small
             Business Administration under Section 301(c) or (d) of the Small
             Business Investment Act of 1958;

|_|  (g)     A plan established and maintained by a state, its political
             subdivisions, or any agency or instrumentality of a state or its
             political subdivisions, for the benefit of its employees, that has
             total assets in excess of $5,000,000;

|_|  (h)     An employee benefit plan within the meaning of the Employee
             Retirement Income Security Act of 1974 ("ERISA"), and either (i)
             investment decisions are made by a plan fiduciary, as defined in
             Section 3(21) of ERISA, which is either a bank, savings and loan
             association, insurance company, or registered investment adviser,
             (ii) the employee benefit plan has total assets in excess of
             $5,000,000, or (iii) if a self-directed plan, investment decisions
             are made solely by persons that qualify as accredited investors
             either under this paragraph (1) or paragraph (2);

|_|  (i)     A private business development company, as defined in Section
             202(a)(22) of the Investment Advisers Act of 1940;

|_|  (j)     An organization described in Section 501(c)(3) of the Internal
             Revenue Code of 1986, as amended, with total assets in excess of
             $5,000,000, that was not formed for the specific purpose of
             acquiring the Stock;

|_|  (k)     A corporation, Massachusetts or similar business trust, or
             partnership with total assets in excess of $5,000,000, that was not
             formed for the specific purpose of acquiring the interests;

|_|  (l)     A trust, with total assets in excess of $5,000,000, not formed
             for the specific purpose of acquiring the Stock, and whose purchase
             is directed by a person who has such knowledge and experience in
             financial and business matters that he is capable of evaluating the
             merits and risks of purchasing the Stock;

|_|  (m)     An entity in which all of the equity owners qualify as accredited
             investors as defined in Rule 501(a) of Regulation D; or

|_|  (n)     None of the above.


===============================================================================



                                      A-2
<PAGE>

===============================================================================
           PART B: Accredited Investor Qualification Standards (con't)
===============================================================================

     I certify that I have  answered the  foregoing  questions to the best of my
knowledge and that my answers  thereto are complete and  accurate.  I understand
that  the  Company  will be  relying  on the  accuracy  and  completeness  of my
responses to the foregoing  questions.  I will notify the Company immediately of
any  material  change  in any  statement  made  herein  occurring  prior  to the
effective  date (after today) of any  acquisition  or exchange by me of stock of
the Company.
===============================================================================

SUBSCRIBER                                                       Date

AABBRR, LLC

  By: Richard A. Kay, General Manager
-------------------------------------           ---------------
Print or Type Name                              Signature

===============================================================  ==============



                                      A-3