EXHIBIT 10.9

     THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
     OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR
     DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE
     REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF
     COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE
     COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT
     OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL
     AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE
     PROVISIONS OF SECTION 8 OF THIS WARRANT.

                              DIGITAL FUSION, INC.

                        WARRANT TO PURCHASE 50,000 SHARES
                        OF COMMON STOCK (this "Warrant")

Warrant No.  002

     Digital  Fusion,  Inc.,  a Delaware  corporation  (the  "Company"),  hereby
certifies  that,  for value  received,  Madison Run  Holdings,  LLC (Madison Run
Holdings,  LLC or its  assignees  are referred to herein as the "Holder") is the
registered  Holder of a warrant (the  "Warrant")  to subscribe  for and purchase
50,000  shares of the fully paid and  nonassessable  Common Stock of the Company
(each such number of shares, as adjusted from time to time,  pursuant to Section
4 hereof, is, with respect to any specific exercise of the Warrant,  referred to
herein as the "Warrant  Shares") at a price of $1.25 per share (such  price,  as
adjusted  from time to time,  pursuant to Section 4 hereof,  is, with respect to
any  specific  exercise  of the  Warrant,  referred  to herein  as the  "Warrant
Price"), subject to the provisions and upon the terms and conditions hereinafter
set forth. As used herein,  (a) the term "Common Stock" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or for which such Common Stock may hereafter be converted or exchanged,  (b) the
term "Date of Grant"  shall  mean  October  15,  2004,  and (c) the term  "Other
Warrants"  shall mean any warrant  issued upon  transfer or partial  exercise of
this Warrant. The term "Warrant" as used herein shall be deemed to include Other
Warrants unless the context hereof or thereof clearly requires otherwise.

     1. Term. The purchase right represented by this Warrant is exercisable,  in
whole or in part,  at any time  after the Date of Grant (the  "Initial  Exercise
Date"). This Warrant shall expire on October 15, 2009.

     2. Exercise. Subject to Section 1 hereof, the purchase right represented by
this Warrant may be exercised by the Holder hereof, in whole or in part and from



<PAGE>

time to time after the Initial  Exercise  Date, by the surrender of this Warrant
(with the notice of exercise form attached hereto as Exhibit A duly executed) at
the  principal  office of the  Company  and by the  payment to the Company of an
amount equal to the then  applicable  Warrant Price  multiplied by the number of
Warrant Shares then being purchased.  The person or persons in whose name(s) any
certificate(s)  representing  shares  of Common  Stock  shall be  issuable  upon
exercise of this Warrant  shall be deemed to have become the Holder(s) of record
of, and shall be treated for all purposes as the record Holder(s) of, the shares
represented  thereby  (and such  shares  shall be  deemed  to have been  issued)
immediately  prior to the close of business on the date or dates upon which this
Warrant is exercised.  In the event of any exercise of the rights represented by
this  Warrant,  certificates  for the  shares  of  stock so  purchased  shall be
delivered  to the Holder  hereof as soon as possible  and in any event within 30
days after such exercise and,  unless this Warrant has been fully  exercised,  a
new Warrant representing the portion of the Warrant Shares, if any, with respect
to which this Warrant shall not then have been exercised shall also be issued to
the  Holder  hereof as soon as  possible  and in any event  within  such  30-day
period.

     3. Stock Fully Paid;  Reservation of Shares. All Warrant Shares that may be
issued upon the exercise of the rights  represented  by this Warrant will,  upon
issuance  pursuant  to the  terms  and  conditions  herein,  be  fully  paid and
nonassessable,  and free from all taxes  (other than any taxes  determined  with
respect  to, or based  upon,  the income of the  person to whom such  shares are
issued),  liens and charges  (other than liens or charges  created by actions of
the Holder of this  Warrant or the person to whom such shares are  issued),  and
pre-emptive  rights with respect to the issue thereof.  During the period within
which the rights represented by this Warrant may be exercised,  the Company will
at all times have  authorized,  and  reserved  for the purpose of the issue upon
exercise of the purchase rights evidenced by this Warrant,  a sufficient  number
of  shares  of its  Common  Stock to  provide  for the  exercise  of the  rights
represented by this Warrant.

     4. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities  purchasable  upon the exercise of this Warrant and the Warrant Price
shall be subject to adjustment  from time to time upon the occurrence of certain
events, as follows:

     a. Reclassification or Merger. In case of any  reclassification,  change or
     conversion  of  securities  of the class  issuable  upon  exercise  of this
     Warrant  (other  than a change  in par  value,  or from par value to no par
     value,  or from no par value to par value,  or as a result of a subdivision
     or  combination),  or in case of any  merger  of the  Company  with or into
     another  corporation (other than a merger with another corporation in which
     the Company is the acquiring and the surviving  corporation  and which does
     not  result in any  reclassification  or change of  outstanding  securities
     issuable upon exercise of this  Warrant),  or in case of any sale of all or
     substantially  all of the  assets  of the  Company,  the  Company,  or such
     successor or purchasing corporation, as the case may be, shall duly execute



                                      -2-
<PAGE>

     and  deliver  to the  Holder  of this  Warrant a new  Warrant  (in form and
     substance  satisfactory to the Holder of this Warrant),  so that the Holder
     of this Warrant shall have the right to receive,  at a total purchase price
     not to exceed that payable upon the exercise of the unexercised  portion of
     this  Warrant,  and in lieu  of the  shares  of  Common  Stock  theretofore
     issuable upon  exercise of this  Warrant,  the kind and amount of shares of
     stock,   other  securities,   money  and  property   receivable  upon  such
     reclassification,  change or merger by a Holder of the  number of shares of
     Common Stock (or similar  security)  then  purchasable  under this Warrant.
     Such new  Warrant  shall  provide for  adjustments  that shall be as nearly
     equivalent as may be  practicable to the  adjustments  provided for in this
     Section 4. The  provisions of this Section 4.a.  shall  similarly  apply to
     successive reclassifications, changes, mergers and transfers.

     b. Subdivision or Combination of Shares.  If at any time while this Warrant
     remains  outstanding  and unexpired the Company shall  subdivide or combine
     its  outstanding  shares  of  common  stock,  the  Warrant  Price  shall be
     proportionately  decreased  and  the  number  of  Warrant  Shares  issuable
     hereunder shall be  proportionately  increased in the case of a subdivision
     and the Warrant Price shall be  proportionately  increased in the case of a
     combination  and the number of Warrant Shares  issuable  hereunder shall be
     proportionately  decreased,  effective at the close of business on the date
     the subdivision or combination becomes effective.

     c. Stock  Dividends.  If at any time while this Warrant is outstanding  and
     unexpired the Company shall (i) pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after the date of  determination  of stockholders  entitled to receive such
     dividend or  distribution,  to that price  determined  by  multiplying  the
     Warrant Price in effect  immediately prior to such date of determination by
     a fraction  (A) the  numerator of which shall be the total number of shares
     of Common Stock outstanding immediately prior to such dividend, and (B) the
     denominator  of which shall be the total  number of shares of Common  Stock
     outstanding immediately after such dividend or (ii) make any other dividend
     or  distribution  with  respect to Common  Stock  (except any  distribution
     specifically  provided for in Sections  4.a. and 4.b.),  then,  the Company
     will provide notice to the Investor of such dividend or  distribution  with
     respect to the Common Stock and, if the Warrant is exercised in whole or in
     part  within five days of actual  receipt by the  Investor of the notice of
     such  dividend or  distribution,  the Holder of the shares of Common  Stock
     acquired  pursuant  to such  exercise  shall be  entitled  to  receive  the
     dividend or distribution with respect to the Warrant Shares acquired by the
     Investor upon such exercise of the Warrant.

     5.  Notice of  Adjustments.  Whenever  the  Warrant  Price or the number of
Warrant Shares  purchasable  hereunder  shall be adjusted  pursuant to Section 4
hereof,  the Company  shall  deliver to the Holder of this Warrant a certificate
signed by a duly designated  officer of the Company setting forth, in reasonable



                                      -3-
<PAGE>

detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was  calculated,  and the Warrant Price and the
number of Warrant  Shares  purchasable  hereunder  after  giving  effect to such
adjustment.

     6. Dividends. In the event that the Company shall fix a record date for the
making of any stock  dividend  to  Holders of shares of its  Common  Stock,  the
Company shall notify the Holder of the Warrants, in writing, at least 30 days in
advance of the record date for the proposed dividend or distribution.

     7. Fractional  Shares.  No fractional shares of Common Stock will be issued
in connection with any exercise hereunder, but in lieu of such fractional shares
the Company  shall round up the shares to which the recipient is entitled to the
nearest whole share.

     8. Disposition of Warrant or Warrant Shares.

     a. Exchange. This Warrant may be exchanged,  without payment of any service
     charge,  for one (1) or more new Warrants of like tenor exercisable for the
     same  aggregate  number of shares of Common  Stock  upon  surrender  to the
     Company   by  the   registered   Holder   hereof  in  person  or  by  legal
     representative or by attorney duly authorized in writing and, upon issuance
     of the new Warrant or Warrants,  the surrendered Warrant shall be cancelled
     and disposed of by the Company.

     b.  Applicability of  Restrictions.  Neither any restrictions of any legend
     applicable  to the Warrant or the Warrant  Shares nor any  restrictions  on
     transfer set forth herein or in the Subscription  Agreement  between Holder
     and the  Company  dated as of the date of this  Warrant  shall apply to any
     transfer  of, or grant of a security  interest  in,  this  Warrant  (or the
     Common Stock obtainable upon exercise  thereof) or any part hereof (i) to a
     partner of the Holder if the Holder is a partnership  or to a member of the
     Holder if the Holder is a limited liability company,  (ii) to a partnership
     of which the Holder is a partner or to a limited liability company of which
     the  Holder is a member,  or (iii) to any  affiliate  of the  Holder if the
     Holder  is a  corporation;  provided,  however,  in any such  transfer,  if
     applicable,  the transferee shall agree in writing to be bound by the terms
     of this Warrant as if an original Holder hereof.

     9. Rights as  Stockholders;  Information.  Except as otherwise set forth in
this Agreement, no Holder of this Warrant, as such, shall be entitled to vote or
be deemed  the Holder of Common  Stock or any other  securities  of the  Company
which may at any time be issuable on the exercise  hereof for any  purpose,  nor
shall anything  contained  herein be construed to confer upon the Holder of this
Warrant, as such, any of the rights of a stockholder of the Company or any right
to vote for the  election  of the  directors  or upon any  matter  submitted  to
stockholders  at any meeting  thereof,  or to receive notice of meetings,  until
this Warrant shall have been exercised and the Warrant Shares  purchasable  upon



                                      -4-
<PAGE>

the  exercise  hereof shall have become  deliverable,  as provided  herein.  The
foregoing  notwithstanding,  the  Company  will  transmit  to the Holder of this
Warrant such information,  documents and reports as are generally distributed to
the holders of any class or series of the securities of the Company concurrently
with the distribution thereof to the stockholders.

     10. Additional Rights on Transfer of Business.

     a.  Transfer of Business.  In the event that the Company  undertakes to (i)
     sell, lease, exchange,  convey or otherwise dispose of all or substantially
     all of its property or business, or (ii) merge into or consolidate with any
     other  corporation  (other than a wholly-owned  Subsidiary),  or effect any
     transaction  (including  a merger  or other  reorganization)  or  series of
     related  transactions,  in which more than 50% of the  voting  power of the
     Company is disposed  of, the Company  will  provide at least 30 days notice
     prior to closing of the terms and  conditions of the proposed  transaction.
     The Company shall  cooperate  with the Holder in  consummating  the sale of
     this Warrant in connection with any such transaction.

     11.  Modification and Waiver.  This Warrant and any provision hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of the same is sought.

     12.  Notices.   Unless  otherwise   specifically   provided   herein,   all
communications  under this  Warrant  shall be in writing  and shall be deemed to
have been duly  given (i) on the date of  service  if served  personally  on the
party to whom notice is to be given,  (ii) on the day of transmission if sent by
facsimile  transmission  to the number  shown on the books of the  Company,  and
telephonic  confirmation  of receipt is obtained  promptly  after  completion of
transmission,  (iii) on the day after  delivery  to  Federal  Express or similar
overnight  courier,  or (iv) on the fifth day  after  mailing,  if mailed to the
party  to whom  notice  is to be  given,  by first  class  mail,  registered  or
certified, postage prepaid, and properly addressed, return receipt requested, to
each such  Holder at its  address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any party  hereto may change its  address  for  purposes  of this  Section 12 by
giving the other party written notice of the new address in the manner set forth
herein.

     13. Assignment; Binding Effect on Successors. This Warrant may be assigned,
transferred,  or pledged  by Holder  only in  accordance  with the terms of this
Warrant.  This Warrant  shall be binding  upon any  corporation  succeeding  the
Company by merger,  consolidation or acquisition of all or substantially  all of
the Company's  assets,  and all of the  covenants and  agreements of the Company
shall inure to the benefit of the successors and assigns of the Holder hereof.



                                      -5-
<PAGE>

14. Lost Warrants or Stock Certificates. The Company covenants to the Holder
hereof that, upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant or any stock
certificate and, in the case of any loss, theft or destruction, upon receipt of
an executed lost securities bond or indemnity reasonably satisfactory to the
Company, or in the case of any such mutilation upon surrender and cancellation
of such Warrant or stock certificate, the Company will make and deliver a new
Warrant or stock certificate, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant or stock certificate.

     15.  Descriptive   Headings.   The  descriptive  headings  of  the  several
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute a part of this Warrant.

     16.  Governing  Law.  This  Warrant  shall be  construed  and  enforced  in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Delaware  (without  giving  effect to  principles  of  conflicts of
laws).

     17.   Survival  of   Representations,   Warranties  and   Agreements.   All
representations  and  warranties of the Company and the Holder hereof  contained
herein  shall  survive the Date of Grant,  the  exercise or  conversion  of this
Warrant  (or any part  hereof)  and the  termination  or  expiration  of  rights
hereunder and shall terminate three years after the date of this Agreement.  All
agreements of the Company and the Holder hereof  contained  herein shall survive
indefinitely until, by their respective terms, they are no longer operative.

     18.  Remedies.  In case  any one or more of the  covenants  and  agreements
contained in this Warrant shall have been  breached,  the Holders hereof (in the
case of a breach by the  Company),  or the Company (in the case of a breach by a
Holder),  may proceed to protect and enforce  their or its rights either by suit
in equity and/or by action at law, including,  but not limited to, an action for
damages as a result of any such breach and/or an action for specific performance
of any such covenant or agreement contained in this Warrant.

     19.  Acceptance.  Receipt  of  this  Warrant  by the  Holder  hereof  shall
constitute acceptance of and agreement to the foregoing terms and conditions.

     20. No  Impairment  of Rights.  The Company  will not, by  amendment of its
Certificate of Incorporation or through any other means,  avoid or seek to avoid
the observance or  performance of any of the terms of this Warrant,  but will at
all times in good faith  assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder of this Warrant against impairment.

     21.  Severability.  The invalidity or  unenforceability of any provision of
this Warrant in any jurisdiction shall not affect the validity or enforceability



                                      -6-
<PAGE>

of such provision in any other  jurisdiction,  or affect any other  provision of
this Warrant, which shall remain in full force and effect.

                            [Signature page follows.]



                                      -7-
<PAGE>

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed on
its behalf by one of its officers thereunto duly authorized.


                                        DIGITAL FUSION, INC.,
                                        a Delaware corporation

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

                                        Address:
                                        4940-A Corporate Drive
                                        ---------------------------------------
                                        Huntsville, AL  35805
                                        ---------------------------------------



         Dated: October 8, 2004.



                                      -8-
<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE


To:      DIGITAL FUSION, INC.


     1. The  undersigned  hereby  elects to purchase  shares of Common  Stock of
DIGITAL FUSION,  INC. at a purchase price of $_________ pursuant to the terms of
the attached Warrant, and tenders herewith payment of the purchase price of such
shares in full.

     2. Please issue a certificate or certificates  representing  said shares in
the name of the  undersigned  or in such  other  name or names as are  specified
below:

                         -------------------------------
                                     (Name)
                         -------------------------------
                         -------------------------------
                                    (Address)

     3. The undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present  intention  of  distributing  or reselling  such  shares.  In support
thereof,  the  undersigned has executed an Investment  Representation  Statement
attached hereto as Schedule 1.

                                             ----------------------------------
                                             (Signature)



---------------------
(Date)



<PAGE>

                                   SCHEDULE 1
                                   ----------


                       INVESTMENT REPRESENTATION STATEMENT


Purchaser:
Company:        DIGITAL FUSION, INC.
Security:       Common Stock

Amount:
Date:


     In  connection  with  the  purchase  of the  above-listed  securities  (the
"Securities"),  the undersigned (the  "Purchaser")  represents to the Company as
follows:

     (a) The Purchaser is aware of the Company's  business affairs and financial
condition, and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Securities.  The Purchaser is
purchasing the  Securities for its own account for investment  purposes only and
not with a view to, or for the resale in  connection  with,  any  "distribution"
thereof for purposes of the Securities Act of 1933, as amended (the "Act").

     (b) The Purchaser  understands that the Securities have not been registered
under the Securities Act in reliance upon a specific exemption therefrom,  which
exemption  depends  upon,  among  other  things,  the bona  fide  nature  of the
Purchaser's  investment  intent as expressed  herein.  In this  connection,  the
Purchaser  understands  that,  in  the  view  of  the  Securities  and  Exchange
Commission ("SEC"), the statutory basis for such exemption may be unavailable if
the Purchaser's representation was predicated solely upon a present intention to
hold these  Securities  for the minimum  capital  gains period  specified  under
applicable  tax laws,  for a deferred sale, for or until an increase or decrease
in the market price of the Securities,  or for a period of one year or any other
fixed period in the future.

     (c) The Purchaser  further  understands  that the  Securities  must be held
indefinitely unless  subsequently  registered under the Securities Act or unless
an  exemption  from  registration  is  otherwise  available.  In  addition,  the
Purchaser  understands  that the  certificate  evidencing the Securities will be
imprinted with the legend  referred to in the Warrant under which the Securities
are being purchased.

     (d)  The  Purchaser  is  aware  of the  provisions  of Rule  144 and  144A,
promulgated under the Securities Act, which, in substance, permit limited public



<PAGE>

resale of "restricted  securities"  acquired,  directly or indirectly,  from the
issuer thereof (or from an affiliate of such issuer),  in a non-public  offering
subject to the  satisfaction of certain  conditions,  if applicable,  including,
among other things:  The  availability of certain public  information  about the
Company,  the  resale  occurring  not less than one (1) year after the party has
purchased and paid for the  securities to be sold; the sale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly with
a market  maker (as said term is defined  under the  Securities  Exchange Act of
1934, as amended) and the amount of securities being sold during any three-month
period not exceeding the specified limitations stated therein.

     (e) The Purchaser  further  understands  that at the time it wishes to sell
the Securities there may be no public market upon which to make such a sale, and
that,  even  if  such a  public  market  then  exists,  the  Company  may not be
satisfying the current public information requirements of Rule 144 and 144A, and
that, in such event,  the Purchaser may be precluded from selling the Securities
under Rule 144 and 144A even if the  one-year  minimum  holding  period had been
satisfied.

     (f)  The  Purchaser  further  understands  that  in  the  event  all of the
requirements  of Rule 144 and 144A are not  satisfied,  registration  under  the
Securities  Act,  compliance  with  Regulation  A,  or some  other  registration
exemption will be required; and that,  notwithstanding the fact that Rule 144 is
not  exclusive,  the Staff of the SEC has  expressed  its opinion  that  persons
proposing  to sell  private  placement  securities  other  than in a  registered
offering and otherwise than pursuant to Rule 144 will have a substantial  burden
of proof in  establishing  that an exemption from  registration is available for
such offers or sales,  and that such  persons and their  respective  brokers who
participate in such transactions do so at their own risk.

                                        Purchaser:
                                                  -----------------------------
                                        Date:
                                             ----------------------------------


# 2272863_v2



                                      -2-