EXHIBIT 10.21

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

Pursuant to this Amended and Restated Employment Agreement (the "Agreement")
dated February 28, 2005 ("Effective Date"), Gary S. Ryan ("Executive") and
Digital Fusion, Inc., a Delaware corporation ("Company"), hereby amend and
restate Executive's Employment Agreement with Company dated May 5, 2004 ("Old
Agreement") to read in its entirety 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
     President  and Chief  Operating  Officer.  During  the term of  employment,
     Executive  shall  have such  responsibilities,  duties and  authorities  as
     commensurate  with  presidents  of similar  size,  and  additionally,  such
     responsibilities,  duties  and  authorities  as  may  be  assigned  to  the
     Executive by the Company's Chief  Executive  Officer,  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.  In addition,  the Company
     will elect or cause the  election of Executive to the Board of Directors of
     the Company.  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.

(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.



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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 One Hundred  Seventy-Five  Thousand Dollars  ($175,000.00)
     per year, payable in substantially equal bi-monthly  installments,  or more
     frequently 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  300,000  shares (the  "Shares") of the common
     stock of the Company of the original  grant to purchase  450,000  shares of
     the common sotck of the Company,  which  Options were granted to him on May
     10,  2004.  Executive  shall  receive an  additional  stock option grant in
     accordance with Exhibit A attached hereto.

(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  fifteen  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.

(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.



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     (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

     (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



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     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
          eighteen (18) 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 eighteen-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, 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 six-month period described above.



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     (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 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



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     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.

(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,



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          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.

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



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     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.

     (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,



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          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, 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.



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     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
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


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<PAGE>

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.

(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.



                                       11
<PAGE>

(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.

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  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.



                                       12
<PAGE>



                           (Signature Page To Follow)



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

                                        COMPANY
                                        -------

                                        DIGITAL FUSION, INC.


                                        By:/s/ Nicholas R. Loglisci, Jr.
                                           ------------------------------------
                                        Its:  Chairman of the Board


                                        EXECUTIVE
                                        ---------

                                        /s/Gary Ryan
                                        ---------------------------------------
                                        Gary Ryan



                                       13
<PAGE>

                                    EXHIBIT A
                                    ---------

Stock Options*


     Effective immediately,  the Company hereby awards to Executive an option to
purchase One Hundred  Thousand  (100,000)  shares of the Company's Common Stock.
The price per share  shall be  determined  on the  effective  date of the grant.
One-third  shall vest and be  exercisable by the Executive  immediately  and the
remainder  shall vest at the rate of  one-third  on each of the first and second
anniversaries of the effective date of the grant.

     Effective  February 28,  2006,  the Company  hereby  awards to Executive an
option to purchase One Hundred Thousand (100,000) shares of the Company's Common
Stock.  The price per share shall be  determined  on the  effective  date of the
grant.  One-third shall vest and be exercisable by the Executive immediately and
the  remainder  shall  vest at the rate of  one-third  on each of the  first and
second anniversaries of the effective date of the grant.


* Grant shall be non-qualified stock options. In addition, during the period of
the Executive's employment, Executive will be entitled to further participate in
the Company's Stock Ownership Plan, as the Board of Directors, in its sole
discretion, may determine.



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