EXHIBIT 10.8

                        ADDITIONAL SUBSCRIPTION AGREEMENT
                        ---------------------------------
                            COMMON STOCK AND WARRANT

                              DIGITAL FUSION, INC.

     This  Subscription  Agreement is made and entered into by and among DIGITAL
FUSION, INC., a Delaware corporation (the "Company"), MADISON RUN HOLDINGS, LLC,
a Delaware  limited  liability  company  ("Holdings")  and MADISON  RUN,  LLC, a
Delaware limited  liability  company ("Madison Run" and, together with Holdings,
the  "Investor")  with respect to the purchase by the Investor of common  stock,
par value $.001 per share (the  "Common  Stock") of the Company and a warrant to
purchase  such  Common  Stock  for the  benefit  of  Holdings  (the  "Additional
Warrant") pursuant hereto.

     As of May 11, 2004, the Company and Madison Run entered into a subscription
agreement  for the  purchase of shares of Common Stock and a warrant to purchase
shares of Common Stock (the "Original Subscription Agreement"). In consideration
of the Company's  agreement to accept the Investor's  subscription of additional
shares of the Common Stock and an additional Warrant for the benefit of Holdings
upon  the  terms  and  conditions  set  forth  in this  Additional  Subscription
Agreement, the Company and the Investor agree and represent as follows:

A. SUBSCRIPTION

     The  Investor is  subscribing  for  1,650,000  shares of Common  Stock (the
"Additional  Shares")  at a purchase  price of $1.00 per share and the  Warrant,
which grants  Holdings the right to purchase  50,000 shares of Common Stock at a
price of $1.25  per  share  (the  "Additional  Underlying  Shares")  for a total
consideration of $1,650,000.00  (the "Purchase  Price").  Simultaneous  with the
execution of this Additional Subscription Agreement,  the Investor shall pay and
deliver  to the  Company  the  Purchase  Price  in the  form of a check  or wire
transfer payable to "Digital Fusion, Inc." and the Company shall issue, sell and
deliver the Additional Shares to the Investor and the Additional  Warrant to the
Investor for the benefit of Holdings.

B. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     As of the date of this Additional Subscription Agreement, the Company makes
the representations,  warranties and covenants set forth in Sections B.1 through
B.3,  B.5  through  B.9,  and B.11  through  B.13,  inclusive,  of the  Original
Subscription  Agreement,  which Sections are  incorporated  into this Additional
Subscription  Agreement by reference thereto;  provided,  however, that any such
representations and warranties set forth in the Original Subscription  Agreement
that refer to the Shares, the Warrant, the Underlying Shares or the Subscription
Agreement,  shall,  in  lieu  thereof,  refer  to  the  Additional  Shares,  the
Additional  Warrant,  the  Additional   Underlying  Shares  and  the  Additional
Subscription   Agreement,   respectively.   The   Company   further   makes  the
representations and warranties set forth on Exhibit A.

C. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

     As of the date of this  Additional  Subscription  Agreement,  the  Investor
makes the  representations and warranties set forth in Sections C.1 through C-3,
inclusive,   of  the  Original  Subscription   Agreement,   which  Sections  are
incorporated into this Additional  Subscription  Agreement by reference thereto;
provided, however, that any such representations and warranties set forth in the
Original  Subscription  Agreement  that refer to the Shares,  the  Warrant,  the
Underlying  Shares,  Investor  Qualification  Questionnaire  or the Subscription
Agreement,  shall,  in  lieu  thereof,  refer  to  the  Additional  Shares,  the
Additional  Warrant,  the  Additional  Underlying  Shares,  Additional  Investor
Qualification   Questionnaire  (as  hereinafter   defined)  and  the  Additional
Subscription Agreement, respectively.



<PAGE>

D. ADDITIONAL AGREEMENTS

     The     representations,     warranties,     covenants,     understandings,
acknowledgements,  and  agreements  set forth in  Sections D, E, F, and G of the
Original   Subscription   Agreement  are   incorporated   into  this  Additional
Subscription   Agreement  by  reference  thereto  and  made  applicable  to  the
transactions  set forth in this  Additional  Subscription  Agreement;  provided,
however, that any such representations,  warranties, covenants,  understandings,
acknowledgements,   and  agreements  set  forth  in  the  Original  Subscription
Agreement that refer to the Shares, the Warrant, the Underlying Shares, Investor
Qualification  Questionnaire  or the  Subscription  Agreement,  shall,  in  lieu
thereof,  refer to the Additional Shares, the Additional Warrant, the Additional
Underlying  Shares,   Additional   Investor   Qualification   Questionnaire  (as
hereinafter defined) and the Additional  Subscription  Agreement,  respectively.
This  Additional  Subscription  Agreement does not address the subject matter of
the Original Subscription  Agreement and does not amend, modify or supplement in
any respect the Original  Subscription  Agreement and the Original  Subscription
Agreement  remains  in full  force  and  effect  on and  after  the date of this
Additional Subscription Agreement.

E. INVESTOR QUALIFICATION QUESTIONNAIRE

     In order to aid in determining whether Madison Run and Holdings are each 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,  both  Madison  Run and  Holdings  have  completed  and  submitted  the
Additional  Investor  Qualification  Questionnaire  attached hereto as Exhibit B
(the "Additional Investor Qualification Questionnaire").

F. BOARD REPRESENTATION

     The  Company has agreed to create a vacancy on the board of  directors  and
the  audit  committee  of the  board of  directors  upon the  execution  of this
Additional  Subscription  Agreement,   and  upon  the  closing  of  transactions
contemplated  hereby,  to fill such vacancy with a candidate  designated  by the
Investor.  Notwithstanding  the  foregoing,  the  candidate  designated  by  the
Investor must be approved by the Nominating  Committee of the Company's board of
directors  and, the Investor  must qualify as an  "independent"  director  under
NASDAQ rules and qualify  under NASDAQ and  Securities  and Exchange  Commission
rules for  membership on the audit  committee of the board of  directors.  Until
such time as Investor holds less than five percent of the issued and outstanding
shares of Common  Stock,  the Company  agrees to use its best  efforts to have a
candidate  designated  by the  Investor  included  on the  board  of  directors,
assuming such candidate  remains  acceptable to the Nominating  Committee of the
board of directors.



<PAGE>

     IN WITNESS WHEREOF, the Investor has executed this Additional  Subscription
Agreement to be effective as of the 21st day of October, 2004.


                                        MADISON RUN, LLC

                                        By:  MADISON RUN HOLDINGS, LLC


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


                                        MADISON RUN HOLDINGS, LLC


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


ACCEPTED:  DIGITAL FUSION, INC.


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



<PAGE>

                                                                    EXHIBIT B

================================================================================
                      DIGITAL FUSION, INC. (THE "COMPANY")
                 ADDITIONAL 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 Domicile


-------------------------------------------- -----------------------------------
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 Additional
Subscription Agreement.
-------------------------------------------------------------------------------
Has the investor or any of its equityholders or partners 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 subscriber or any of its equityholders or
partners 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 Shares;

|_|  (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 Shares, 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 Shares;

|_|  (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


------------------                  ------------------------
Print or Type Name                  Signature

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



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                                      A-3