EXHIBIT 10.2
                          REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT  ("Agreement") is entered into this 29th
day of April, 2005, by and between DIGITAL FUSION,  INC., a Delaware corporation
(the "Company") and ROY E. CRIPPEN III ("Crippen").

     WHEREAS,  the Company has issued to Crippen a Convertible  Promissory  Note
(the "Note") which is convertible  into the Company's  common stock (the "Common
Stock") in certain events (a "Conversion Event").

     WHEREAS,  as a condition  to  accepting  the Note in exchange  for the debt
owing  Crippen by the Company,  Crippen  desires that the Company  grant certain
registration rights with respect to the Common Stock.

     NOW,  THEREFORE,  in  consideration  of the mutual  premises and  covenants
herein contained, the Investors and the Company hereby agree as follows:

1.   Definitions.
     ------------

     As used herein:

     (a) The term "Exchange  Act" means the Securities  Exchange Act of 1934, as
amended.

     (b) The term "Holder" means Crippen and any heirs,  successors,  assigns or
transferees of Crippen contemplated by Section 18 hereof.

     (c) The terms  "register,"  "registered,"  and  "registration,"  unless the
context otherwise  requires,  refer to a registration  effected by preparing and
filing a Registration  Statement in compliance  with the Securities Act, and the
declaration or ordering of the effectiveness of such Registration Statement.

     (d) The term  "Person"  shall have the meaning set forth in Section 2(2) of
the Securities Act.

     (e) The term "Prospectus" shall have the meaning set forth in Section 2(10)
of the Securities Act.

     (f) The term  "Registrable  Securities"  means all of the Company's  Common
Stock which will be converted from the Note.

     (g) The  term  "Registration  Expenses"  shall  mean  any and all  expenses
incident to the performance of or compliance by the Company with this Agreement,
including without limitation:  (i) all SEC or National Association of Securities
Dealers,  Inc.  (the  "NASD")  registration  and  filing  fees,  including,   if
applicable,  the fees and expenses of any  "qualified  independent  underwriter"
(and its counsel)  that is required to be retained by any Holder of  Registrable
Securities in accordance  with the rules and  regulations of the NASD,  (ii) all


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fees and expenses  incurred in connection with compliance with state  securities
or blue sky laws (including reasonable fees and disbursements of one counsel for
any  underwriters or Holder in connection with blue sky  qualification of any of
the Registrable Securities) and compliance with the rules of the NASD, (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing,
printing and  distributing any  Registration  Statement,  any Prospectus and any
amendments or supplements  thereto,  and in preparing or assisting in preparing,
printing  and  distributing  any  underwriting   agreements,   securities  sales
agreements  and other  documents  relating to the  performance of and compliance
with this Agreement, (iv) all rating agency fees, (v) the fees and disbursements
of counsel for the Company and of the independent  certified public  accountants
of the Company, including the expenses of any "cold comfort" letters required by
or incident to such  performance and  compliance,  (vi) the fees and expenses of
any  exchange  agent or  custodian,  (vii)  all fees and  expenses  incurred  in
connection with the listing, if any, of any of the Registrable Securities on any
securities exchange or exchanges, (viii) the reasonable fees and expenses of any
special  experts  retained by the Company in  connection  with any  Registration
Statement, and (v) the reasonable fees and expenses of one special legal counsel
for Holder.

     (h) The term "Registration Statement" shall mean any Registration Statement
of the Company  that covers any of the  Registrable  Securities  pursuant to the
provisions of this  Agreement,  and all amendments  and  supplements to any such
Registration  Statement,  including  post-effective  amendments,  in  each  case
including  the  Prospectus  contained  therein,  all  exhibits  thereto  and all
material incorporated by reference therein.

     (i) The term "Securities Act" means the Securities Act of 1933, as amended.

     (j) The term "SEC" means the Securities and Exchange Commission.

2.   Piggyback Registration Rights.
     ------------------------------

     (a)  Whenever  securities  of the  Company are to be  registered  under the
Securities Act (other than on a registration  statement  related to any employee
benefit   plan,   acquisition   or  corporate   reorganization)   (a  "Piggyback
Registration"), the Company will: (i) promptly give to the Holder written notice
thereof (in any event within three  business days after its receipt of notice of
any  exercise  of  demand  registration  rights by any  holder of the  Company's
securities  and at  least  40  days  prior  to the  filing  of any  registration
statement),  which notice shall include a list of the jurisdictions in which the
Company intends to attempt to qualify its Common Stock under the applicable blue
sky or other state securities laws; and (ii) use its best efforts to cause to be
included  in such  registration  under  the  Securities  Act  (and  any  related
qualification  under blue sky laws or other  compliance) and in any underwriting
involved  therein,  all of the  Registrable  Securities  specified  in a written
request  made  within 30 days after  receipt  of such  written  notice  from the
Company by the Holder.

     (b) If, in connection with a Piggyback Registration that is an underwritten
primary  registration on behalf of the Company,  the managing  underwriter shall
impose a  limitation  on the  number  of shares  of  Common  Stock  which may be
included in the Registration Statement because, in its judgment, such limitation
is necessary to effect an orderly public distribution, then the number of shares
of Common  Stock that may be included in such  Registration  Statement  shall be
apportioned in the following priority: (i) first, the shares of Common Stock the
Company proposes to sell under the Registration  Statement;  (ii) second, shares


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of Common Stock Madison Run, LLC or Madison Run  Holdings,  LLC proposes to sell
under the Registration  Statement  pursuant to registration  rights possessed by
those  entities  as of the date  hereof,  (iii)  third,  shares of Common  Stock
Michael  Wicks  ("Wicks")  proposes  to sell  under the  Registration  Statement
pursuant to registration  rights possessed by Wicks as of the date hereof,  (iv)
fourth, the Registrable Securities requested to be included in such Registration
Statement  by the Holder and Sean Mann;  and (v) fifth,  other  shares of Common
Stock  requested  to be included  in such  Registration  Statement  by any other
selling  stockholder.  The Company shall not be required by this Section 2(b) to
reduce the number of shares of Common Stock to be offered by the Company in such
Registration Statement for any reason.

     (c) If, in connection with a Piggyback Registration that is an underwritten
secondary  registration  on behalf of holders of the Company's  securities  (the
"Initiating   Securityholders"),   the  managing   underwriter  shall  impose  a
limitation  on the number of shares of Common Stock which may be included in the
Registration Statement because, in its judgment, such limitation is necessary to
effect an orderly public distribution, then the number of shares of Common Stock
that may be included in such Registration  Statement shall be apportioned in the
following  priority:  (i) first,  shares of Common  Stock  Madison  Run,  LLC or
Madison Run  Holdings,  LLC  proposes to sell under the  Registration  Statement
pursuant  to  registration  rights  possessed  by those  entities as of the date
hereof;  (ii) second,  shares of Common Stock that Wicks  proposes to sell under
the Registration Statement pursuant to registration rights possessed by Wicks as
of the date hereof; (iii) third, the Registrable  Securities owned by the Holder
and Sean Mann,  and (iii) fourth,  other shares of Common Stock  requested to be
included in such Registration Statement by any other selling stockholder.

3.   Effectiveness.
     --------------

     A Registration  Statement pursuant to which any Registrable  Securities are
being  offered  will not be deemed to have become  effective  unless it has been
declared  effective by the SEC;  provided,  however,  that if, after it has been
declared effective,  the offering of the Registrable Securities pursuant to such
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental  agency or court, such
Registration  Statement  will be deemed  not to have been  effective  during the
period  of such  interference,  until the  offering  of  Registrable  Securities
pursuant to such Registration  Statement may legally resume. The Company will be
deemed not to have used best  efforts  to cause the  Registration  Statement  to
become,  or to remain,  effective  during the requisite period if it voluntarily
takes any action that would result in any such Registration  Statement not being
declared  effective  or that would  result in the Holder not being able to offer
and sell the  Registrable  Securities  during that period  unless such action is
required  by   applicable   laws  and   regulations   or  currently   prevailing
interpretations  of the staff of the SEC. The Company  shall use best efforts to
maintain the effectiveness for up to 120 days (or such shorter period of time as
the underwriters  need to complete the distribution of the registered  offering)
of  any  Registration  Statement  pursuant  to  which  any  of  the  Registrable
Securities  are being  offered,  and from time to time will amend or  supplement
such Registration  Statement and the Prospectus  contained therein to the extent
necessary to comply with the Securities Act and any applicable  state securities
laws or  regulations.  The  Company  shall also  provide the Holder with as many
copies of the  Prospectus  contained in any such  Registration  Statement as the
Holder may reasonably request.



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4.   Expenses of Registration.
     -------------------------

     All  Registration  Expenses  incurred in connection with any  registration,
qualification  or compliance  pursuant to this  Agreement  shall be borne by the
Company. Except as provided herein, the Holder shall pay all underwriters' fees,
discounts or  commissions  or transfer  taxes,  if any,  relating to the sale or
disposition of the Holder's Registrable Securities.

5.   Registration Procedures.
     ------------------------

     In the case of each registration,  qualification, or compliance effected by
the Company pursuant to this Agreement, the Company will keep the Holder advised
in  writing  as to  the  initiation  of  each  registration,  qualification  and
compliance and as to the completion thereof. At its expense, the Company will:

     (a) Prepare and file with the SEC a Registration  Statement with respect to
such  Registrable  Securities as described in Section 2 and use its best efforts
to cause such Registration Statement to become effective and to remain effective
in accordance  with Section 3 (provided  that at least five business days before
filing a  Registration  Statement or Prospectus or any amendments or supplements
thereto,  the Company will furnish to the counsel  selected by the Holder copies
of all such documents  proposed to be filed,  which documents will be subject to
the review of such counsel);

     (b) Prepare and file with the SEC such  amendments and  supplements to such
Registration Statement and the Prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective and current for a period
of not less than 120 days and comply with the  provisions of the  Securities Act
with respect to the disposition of all securities  covered by such  Registration
Statement  during  such  period  in  accordance  with the  intended  methods  of
disposition by the sellers thereof as set forth in such Registration Statement;

     (c) (i) Furnish to the Holder,  and to each  underwriter,  if any,  without
charge, such number of copies of such Registration Statement, each amendment and
supplement  thereto,  the  Prospectus  included in such  Registration  Statement
(including each preliminary Prospectus),  and such other documents as the Holder
or underwriters may reasonably request in order to facilitate the disposition of
the Registrable  Securities owned by the Holder;  and (ii) consent to the use of
the  Prospectus  or  any  amendment  or  supplement  thereto  by the  Holder  of
Registrable Securities included in the Registration Statement in connection with
the offering and sale of the Registrable Securities covered by the Prospectus or
any amendment or supplement thereto;

     (d) Use its best efforts to register or qualify such Registrable Securities
under all applicable  securities or blue sky laws of such  jurisdictions  of the
United  States by the time the  applicable  Registration  Statement  is declared
effective by the SEC as the Holder and any  underwriters  reasonably  request in
writing  and do any other  related  acts which may be  reasonably  necessary  or
advisable to enable the Holder and underwriters to consummate the disposition in
such jurisdictions of the Registrable  Securities;  provided,  however, that the
Company  shall not be required to (i) qualify as a foreign  corporation  or as a
dealer  in  securities  in any  jurisdiction  where it would  not  otherwise  be
required to qualify but for this Section 5(d),  (ii) file any general consent to
service of process in any  jurisdiction  where it would not otherwise be subject
to such  service of  process,  or (iii)  subject  itself to taxation in any such
jurisdiction if it is not then so subject;


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     (e) Notify the Holder, its counsel, and the managing underwriters,  if any,
promptly,  and promptly  confirm such notice in writing,  (i) at any time when a
Prospectus  relating  thereto is required to be delivered  under the  Securities
Act, of the happening of any event as a result of which,  or the fact that,  the
Prospectus included in such Registration  Statement contains an untrue statement
of a material fact or omits any fact  necessary to make the  statements  therein
not misleading, and, at the reasonable request of a majority of the Holders, the
Company will prepare a supplement  or amendment to such  Prospectus  so that, as
thereafter  delivered to the  purchasers of such  Registrable  Securities,  such
Prospectus  will not contain any untrue  statement of a material fact or omit to
state any fact necessary to make the  statements  therein not  misleading;  (ii)
when a Registration  Statement has become effective and when any  post-effective
amendments and supplements thereto become effective, (iii) of any request by the
SEC or any state  securities  authority  for  amendments  and  supplements  to a
Registration  Statement or Prospectus or for  additional  information  after the
Registration Statement has become effective,  (iv) of the issuance by the SEC or
any state securities authority of any stop order suspending the effectiveness of
a Registration  Statement or the qualification of the Registrable  Securities or
the  initiation  of any  proceedings  for  that  purpose,  (v) if,  between  the
effective  date of a  Registration  Statement  and the  closing  of any  sale of
Registrable  Securities covered thereby,  the  representations and warranties of
the Company  contained in any  underwriting  or purchase  agreement,  securities
sales agreement or other similar agreement, if any, cease to be true and correct
in all material respects, and (vi) the Company's reasonable determination that a
post-effective amendment to the Registration Statement would be appropriate;

     (f) If  applicable,  use its best  efforts  to cause  all such  Registrable
Securities  to be listed or quoted on each  securities  exchange or  interdealer
quotation  system on which  similar  securities  issued by the  Company are then
listed or quoted;

     (g) Provide a transfer agent for all such Registrable  Securities not later
than the effective date of such Registration Statement;

     (h) Enter into such customary agreements (including underwriting agreements
on customary terms) and take all such other actions as the underwriter,  if any,
reasonably  requests in order to expedite or facilitate the  disposition of such
Registrable Securities;

     (i) Obtain for  delivery to the Company and the managing  underwriters,  if
any, with copies to the Holders of the Registrable  Securities being registered,
(i) an opinion of legal counsel  representing  the Company in customary form and
covering  such  matters of the type  customarily  covered by legal  opinions  of
company  counsel in public  offerings as the Holders shall  reasonably  request,
dated on the date or dates provided for in the underwriting agreement and (ii) a
comfort letter from the Company's  independent  public  accountants in customary
form and  covering  such  matters  of the type  customarily  covered  by comfort
letters as the Holders shall reasonably request, dated the effective date of the
Registration Statement and brought down to the closing;

     (j) If necessary,  obtain a CUSIP number for the Registrable Securities not
later than the effective date of the Registration Statement;

     (k)  Make  available  for  inspection  by  the  Holder,   any   underwriter
participating in any disposition pursuant to such Registration Statement and any
attorney,  accountant  or any other  agent  retained  by the  Holder or any such


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underwriter,  all financial and other records, pertinent corporate documents and
properties  of the Company,  and cause the  Company's  officers,  directors  and
employees to supply all information reasonably requested by the Holder, any such
underwriter,  attorney, accountant or agent in connection with such Registration
Statement;

     (l) Cooperate  with the Holder to  facilitate  the timely  preparation  and
delivery of certificates  representing Registrable Securities to be sold and not
bearing any  restrictive  legends and  registered in such names as the Holder or
the underwriters may reasonably  request at least two business days prior to the
closing of any sale of  Registrable  Securities  pursuant  to such  Registration
Statement;

     (m)  Upon  the  occurrence  of any  circumstance  contemplated  by  Section
5(e)(iii), 5(e)(iv), or 5(e)(v) hereof, use best efforts to prepare a supplement
or  post-effective  amendment  to such  Registration  Statement  or the  related
Prospectus or any document  incorporated  therein by reference or file any other
required  document so that,  as  thereafter  delivered to the  purchasers of the
Registrable Securities, such Prospectus will not contain any untrue statement of
a  material  fact  or omit  to  state a  material  fact  necessary  to make  the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading;  and to notify the Holder to suspend use of the Prospectus
as promptly as practicable after the occurrence of such an event, and the Holder
hereby agrees to suspend use of the Prospectus  until the Company has amended or
supplemented the Prospectus to correct such misstatement or omission;

     (n) Cooperate  with each seller of  Registrable  Securities  covered by any
Registration  Statement  and  each  underwriter,  if any,  participating  in the
disposition  of such  Registrable  Securities  and their  respective  counsel in
connection with any filings required to be made with the NASD; and

     (o) Use best  efforts  to take all other  steps  necessary  to  effect  the
registration of the Registrable  Securities covered by a Registration  Statement
contemplated hereby.

6.   Indemnification and Contribution.
     ---------------------------------

     (a) In  connection  with any  Registration  Statement,  the  Company  shall
indemnify and hold harmless each Holder and each underwriter who participates in
an offering of the Registrable Securities, each Person, if any, who controls any
of such  parties  within the  meaning of  Section  15 of the  Securities  Act or
Section 20 of the Exchange Act and each of their respective directors, officers,
employees and agents, as follows:

          (i) from and against any and all loss,  liability,  claim,  damage and
     expense whatsoever,  joint or several, as incurred, arising out of or based
     upon  any  of  the  following   statements,   omissions  or  violations  (a
     "Violation"):  (A) any untrue  statement or alleged  untrue  statement of a
     material  fact  contained in any  Registration  Statement (or any amendment
     thereto)   covering   Registrable   Securities,   including  all  documents
     incorporated  therein by  reference,  or the  omission or alleged  omission
     therefrom of a material fact required to be stated  therein or necessary in
     order to make the  statements  therein,  in the light of the  circumstances
     under which they were made,  not  misleading;  (B) any untrue  statement or
     alleged  untrue  statement of a material fact  contained in any  Prospectus
     (including  any  preliminary  or  final  Prospectus  or  any  amendment  or


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     supplement  thereto) or the  omission or alleged  omission  therefrom  of a
     material fact  required to be stated  therein or necessary in order to make
     the statements  therein, in the light of the circumstances under which they
     were made, not misleading; or (C) any violation or alleged violation by the
     Company of the Securities  Act, the Exchange Act, any state  securities law
     or any  rule or  regulation  promulgated  under  the  Securities  Act,  the
     Exchange Act or any state securities law;

          (ii) from and against any and all loss,  liability,  claim, damage and
     expense  whatsoever,  joint or several,  as incurred,  to the extent of the
     aggregate amount paid in settlement of any litigation, or any investigation
     or proceeding  by any court or  governmental  agency or body,  commenced or
     threatened,  or any claim whatsoever based upon any such Violation, if such
     settlement is effected with the prior written consent of the Company, which
     consent shall not be unreasonably withheld; and

          (iii) from and against any and all  expenses  whatsoever,  as incurred
     (including reasonable fees and disbursements of counsel chosen by Holder or
     any  underwriter  (except to the extent  otherwise  expressly  provided  in
     Section 6(c) hereof)),  incurred in  investigating,  preparing or defending
     against any litigation,  or any investigation or proceeding by any court or
     governmental  agency  or  body,  commenced  or  threatened,  or  any  claim
     whatsoever  based  upon any such  Violation,  to the  extent  that any such
     expense is not paid under subparagraph (i) or (ii) of this Section 6(a);

provided,  however,  that  (i)  this  indemnity  does  not  apply  to any  loss,
liability,  claim,  damage or expense to the extent  arising  out of a Violation
that  occurs  in  reliance  upon  and in  conformity  with  written  information
furnished  in writing to the  Company by the  Holder,  or any  underwriter  with
respect to the Holder,  as the case may be,  expressly for use in a Registration
Statement  (or  any  amendment   thereto)  or  any  Prospectus   (including  any
preliminary or final Prospectus or any amendment or supplement thereto) and (ii)
the Company shall not be liable to the Holder,  any  underwriter  or controlling
Person,  with  respect to any untrue  statement or alleged  untrue  statement or
omission or alleged  omission in any  preliminary  Prospectus to the extent that
any  such  loss,  liability,  claim,  damage  or  expense  of  the  Holder,  any
underwriter or  controlling  Person results from the fact that the Holder or any
underwriter,  sold Registrable Securities to a Person to whom there was not sent
or given,  at or prior to the written  confirmation  of such sale, a copy of the
final  Prospectus as then amended or  supplemented if the Company had previously
furnished copies thereof to the Holder or any underwriter or controlling  Person
and the loss, liability,  claim, damage or expense of the Holder or underwriter,
or controlling Person results from an untrue statement or omission of a material
fact contained in the  preliminary  Prospectus  which was corrected in the final
Prospectus. Any amounts advanced by the Company to an indemnified party pursuant
to this Section 6 as a result of such losses shall be returned to the Company if
it shall be  finally  determined  by such a court in a judgment  not  subject to
appeal  or  final  review  that  such  indemnified  party  was not  entitled  to
indemnification by the Company.

     (b) A selling Holder agrees to indemnify and hold harmless the Company, any
underwriter and each of their  respective  directors,  officers  (including each
officer of the Company who signed the  Registration  Statement),  employees  and
agents,  or any other  selling  Holder  within the  meaning of Section 15 of the
Securities  Act or Section 20 of the Exchange  Act, from and against any and all
loss, liability, claim, damage and expense whatsoever described in the indemnity
contained  in Section  6(a)  hereof,  as  incurred,  but only with  respect to a


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Violation  that  occurs  in  reliance  upon  and  in  conformity   with  written
information furnished to the Company by such selling Holder with respect to such
Holder expressly for use in such Registration Statement, or any such Prospectus;
provided,  however,  that the obligations of any such Holder  hereunder shall be
limited to the  proceeds  received by such  Holder from the sale of  Registrable
Securities contemplated herein.

     (c) Each  indemnified  party shall give prompt notice to each  indemnifying
party of any action  commenced  against it in respect of which  indemnity may be
sought  hereunder,  enclosing  a copy  of all  papers  properly  served  on such
indemnified  party,  but  failure to so notify an  indemnifying  party shall not
relieve such indemnifying  party from any liability which it may have under this
Section  6,  except  to the  extent  that it is  materially  prejudiced  by such
failure. An indemnifying party may participate at its own expense in the defense
of such action,  or, if it so elects  within a reasonable  time after receipt of
such  notice,  assume the defense of any suit brought to enforce any such claim;
but if it so elects to assume the defense,  such  defense  shall be conducted by
counsel  chosen by it and approved by the  indemnified  party or parties,  which
approval shall not be unreasonably  withheld.  In the event that an indemnifying
party elects to assume the defense of any such suit and retain such counsel, the
indemnified  party or parties shall bear the fees and expenses of any additional
counsel  thereafter  retained by such  indemnified  party or parties;  provided,
however,  that the  indemnified  party or parties shall have the right to employ
counsel (in addition to local  counsel) to represent  the  indemnified  party or
parties who may be subject to liability  arising out of any action in respect of
which  indemnity  may be  sought  against  the  indemnifying  party  if,  in the
reasonable  judgment of counsel for the indemnified party or parties,  there may
be legal  defenses  available  to such  indemnified  party or parties  which are
different from or in addition to those available to the  indemnifying  party, in
which event the fees and expenses of appropriate separate counsel shall be borne
by the indemnifying party. In no event shall the indemnifying  parties be liable
for the  fees and  expenses  of more  than one  counsel  (in  addition  to local
counsel),  separate  from  its own  counsel,  for  all  indemnified  parties  in
connection with any one action or separate but similar or related actions in the
same jurisdiction  arising out of the same general allegations or circumstances.
No  indemnifying  party  shall,   without  the  prior  written  consent  of  the
indemnified  parties,  settle  or  compromise  or  consent  to the  entry of any
judgment with respect to any litigation,  or any  investigation or proceeding by
any  governmental  agency  or  body,  commenced  or  threatened,  or  any  claim
whatsoever in respect of which  indemnification  or contribution could be sought
under  this  Section 6 (whether  or not the  indemnified  parties  are actual or
potential  parties thereto),  unless such settlement,  compromise or consent (i)
includes an  unconditional  release in form and  substance  satisfactory  to the
indemnified  parties of each indemnified party from all liability arising out of
such litigation, investigation,  proceeding or claim and (ii) does not include a
statement as to or an admission of fault,  culpability or a failure to act by or
on behalf of any indemnified party.

     (d)  In  order  to  provide  for  just  and   equitable   contribution   in
circumstances  under  which any of the  indemnity  provisions  set forth in this
Section 6 is for any reason held to be  unavailable to the  indemnified  parties
although  applicable  in accordance  with its terms,  the Company and the Holder
shall  contribute  to the aggregate  losses,  liabilities,  claims,  damages and
expenses of the nature  contemplated by such indemnity agreement incurred by the
Company  and the  Holder,  as  incurred;  provided,  that no  Person  guilty  of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities Act) shall be entitled to  contribution  from any Person that was not
guilty of such  fraudulent  misrepresentation.  As between  the  Company and the
Holder,  such parties shall  contribute to such aggregate  losses,  liabilities,
claims,  damages  and  expenses  of the nature  contemplated  by such  indemnity


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agreement in such  proportion  as shall be  appropriate  to reflect the relative
fault of the Company,  on the one hand, and the Holder,  on the other hand, with
respect to the statements or omissions  which resulted in such loss,  liability,
claim,  damage or expense,  or action in respect  thereof,  as well as any other
relevant equitable considerations. The relative fault of the Company, on the one
hand, and of the Holder, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the  omission or alleged  omission to state a material  fact  relates to
information  supplied by the Company, on the one hand, or by or on behalf of the
Holder,  on the other, and the parties'  relative intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
The  Company  and the Holder  agree that it would not be just and  equitable  if
contribution  pursuant  to this  Section  6 were to be  determined  by pro  rata
allocation or by any other method of allocation  that does not take into account
the  relevant  equitable  considerations.  For  purposes of this Section 6, each
affiliate of the Holder, and each director, officer, employee, agent and Person,
if any, who controls a Holder or such affiliate within the meaning of Section 15
of the  Securities  Act or  Section 20 of the  Exchange  Act shall have the same
rights to  contribution  as the Holder,  and each director of the Company,  each
officer of the Company who signed the Registration  Statement,  and each Person,
if any,  who  controls  the  Company  within  the  meaning  of Section 15 of the
Securities  Act or Section 20 of the  Exchange Act shall have the same rights to
contribution  as the  Company.  In no event  shall the  Holder be liable  for an
amount in excess of the proceeds it receives from the offering.

     (e) The  obligations  of the Company and the Holders  under this  Section 6
shall survive the completion of an offering of Registrable  Securities  pursuant
to a Registration  Statement.  Notwithstanding the foregoing, to the extent that
the  indemnification and contribution  provisions  contained in the underwriting
agreement executed in connection with such Registration  Statement conflict with
the foregoing  provisions,  the provisions in such underwriting  agreement shall
control.

7.   Information by Holder.
     ----------------------

     The Holder of Registrable  Securities  included in any  registration  shall
furnish  to the  Company  such  written  information  regarding  Holder  and the
distribution proposed by Holder as the Company may reasonably request in writing
and as shall be required in connection with any registration,  qualification, or
compliance referred to in this paragraph.

8.   Suspension Rights.
     ------------------

     The  Company  shall have the right,  which  right may be  exercised  by the
Company only twice during any 12-month period,  to extend,  suspend or delay the
effectiveness  of any  Registration  Statement for a period of up to 90 days if,
upon  advice of  counsel  to the  Company,  effectiveness  of such  Registration
Statement would interfere with any then currently active acquisition,  financing
or similar  transaction of the Company by requiring the premature  disclosure of
any material non-public corporate development .

9.   Postponement Rights.
     --------------------

     The Company shall have the right to postpone the filing of any Registration
Statement  for up to three  periods of 30 days if, upon advice of counsel to the


                                       9
<PAGE>


Company, the filing of such Registration Statement would interfere with any then
currently active acquisition, financing or similar transaction of the Company by
requiring the premature  disclosure of any material  non-public  information  or
because the Company's Board of Directors  determines in good faith that it would
be  seriously   detrimental  to  the  Company  and  its  stockholders  for  such
Registration Statement to be filed.

10.  No Note Registration Rights.
     ----------------------------

     Nothing in this  Agreement  shall be construed to impose on the Company any
obligations or duties as to the registration of the Note nor grant any holder of
the Note any registration rights enforceable against the Company with respect to
the Note prior to such Note being converted to Common Stock.

11.  Lock-Up Arrangements.
     ---------------------

     Upon the  consummation  of an underwritten  public offering  yielding gross
proceeds to the Company of at least $5,000,000 (a "Public  Offering") the Holder
agrees that upon the reasonable request of the managing underwriter selected for
the Public  Offering  the Holder  will  allow for  restrictions  on sales of its
shares  pursuant to the  Registration  Statement for the period  selected by the
managing  underwriter (not to exceed 180 days in any event),  including  without
limitation, at a minimum, not to sell, make any short sale of, pledge, grant any
option  for the  purchase  of or  otherwise  dispose  of or  reduce  its risk of
ownership with respect to any Registrable  Securities (other than those included
in the  registration)  or other  securities  of the  Company  without  the prior
written consent of the Company or the managing underwriter,  as the case may be.
Additionally,  Holder  agrees to execute and deliver a lock-up  letter  (setting
forth the above  restrictions  in greater  detail) if  requested by the managing
underwriter  or the  Company in  connection  with any  offering  of  Registrable
Securities;  provided  that  all  members  of  management  and all  other  major
stockholders are required to execute and deliver a substantially similar letter.

12.  Termination of Obligations.
     ---------------------------

     The right of Holder to request  inclusion in any  registration  pursuant to
Section 2 hereof  shall  terminate  on the date that all  shares of  Registrable
Securities  held or  entitled  to be  held on  conversion  by  such  Holder  may
immediately be sold without  restriction  (including volume  limitations)  under
Rule 144 promulgated under the Securities Act during any 90-day period.

13.  Compliance with Rule 144.
     -------------------------

     With a view to  making  available  to  Holder  the  benefits  of  Rule  144
promulgated under the Securities Act and any other rule or regulation of the SEC
that may at any time  permit  Holder to sell  securities  of the  Company to the
public without  registration,  the Company agrees to use its best efforts to (i)
make  available to the public and to the Holder such  information as will enable
Holder to make sales pursuant to Rule 144 and (ii) file with the SEC in a timely
manner  all  reports  and other  documents  required  of the  Company  under the
Exchange Act.



                                       10
<PAGE>


14.  Changes in Capital Stock.
     -------------------------

     If, and as often as,  there is any  change in the Common  Stock by way of a
stock split,  stock  dividend,  combination  or  reclassification,  or through a
merger,  consolidation,  reorganization  or  recapitalization,  or by any  other
means, appropriate adjustment shall be made in the provisions hereof so that the
rights  and  privileges  granted  hereby  shall  continue  with  respect  to the
Registrable Shares as so changed.

15.  Governing Law.
     --------------

     This  Agreement  shall be governed by and construed in accordance  with the
laws of Alabama, without regard to the conflict of laws provisions thereof.

16.  Amendment.
     ----------

     Any  modification,  amendment or waiver of this  Agreement or any provision
hereof shall be in writing executed by Holder and the Company.

17.  Severability.
     -------------

     In the event that any one or more of the provisions  contained  herein,  or
the  application  thereof  in any  circumstance,  is held  invalid,  illegal  or
unenforceable,  the validity,  legality and enforceability of any such provision
in every other respect and of the remaining  provisions  contained  herein shall
not be affected or impaired thereby.

18.  Successors and Assigns.
     -----------------------

     This  Agreement  shall  inure to the  benefit  of and be  binding  upon the
respective  heirs,  successors,  assigns and  transferees of the parties hereto,
including,  without  limitation and without the need for an express  assignment,
subsequent  holders  of any of the  Registrable  Securities,  who each  shall be
deemed a "Holder"  under  this  Agreement.  If any  transferee  of Holder  shall
acquire  Registrable  Securities,  in any manner,  whether by  operation of law,
express  assignment  or otherwise,  such  Registrable  Securities  shall be held
subject to all of the terms of this  Agreement,  and by taking and holding  such
Registrable Securities,  such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and  provisions of this Agreement
and such Person shall be entitled to receive all of the benefits hereof.

19.  Entire Agreement.
     -----------------

     This Agreement and the other writings referred to herein contain the entire
understandings  among the  parties  with  respect to its  subject  matter.  This
Agreement  supersedes all prior agreements and understandings  among the parties
with respect to its subject matter.

20.  Headings.
     ---------

     The headings in this  Agreement are for  convenience  of reference only and
shall not limit or otherwise affect the meaning hereof.


                                       11
<PAGE>


21.  Counterparts.
     -------------

     This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.


     IN WITNESS  WHEREOF,  the undersigned  Holder and the Company have executed
this Agreement on the day and year first above written.


                   COMPANY:        DIGITAL FUSION, INC.


                                   By:   /s/ Gary S. Ryan
                                      ------------------------------------------
                                   Name:     Gary S. Ryan
                                        ----------------------------------------
                                   Title:  President and COO
                                         ---------------------------------------



                   HOLDER:          /s/ Roy E. Crippen, III
                                   ---------------------------------------------
                                                  Roy E. Crippen III





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