EXHIBIT 10.1


THIS  PROMISSORY  NOTE AND THE  SHARES  OF  COMMON  STOCK TO BE  DELIVERED  UPON
CONVERSION OF THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAW. NO SALE,
ASSIGNMENT,  PLEDGE OR OTHER TRANSFER OF EITHER THIS PROMISSORY NOTE OR ANY SUCH
SHARES MAY BE MADE EXCEPT  PURSUANT TO THE  PROVISIONS OF THE ACT AND APPLICABLE
STATE SECURITIES LAWS OR UNLESS AN OPINION OF COUNSEL, SATISFACTORY TO MAKER, IS
OBTAINED STATING THAT SUCH SALE, ASSIGNMENT, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH AN AVAILABLE EXEMPTION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.

                           CONVERTIBLE PROMISSORY NOTE
                           ---------------------------

$374,303.52                                                       April 29, 2005


     FOR VALUE RECEIVED, DIGITAL FUSION, INC., a Delaware corporation ("Maker"),
hereby promises to pay to ROY E. CRIPPEN III ("Holder") the principal  amount of
Three  Hundred  Seventy Four Thousand  Three  Hundred  Three and 52/100  Dollars
($374,303.52),  together with interest  thereon at a per annum rate equal to the
prime rate  announced  from time to time by the Wall  Street  Journal.  Interest
shall be payable monthly.

     Principal shall be payable two years from the date of this Promissory Note,
except to the extent that such  Promissory  Note has been  previously  converted
into shares of Maker's common stock (the "Shares") as set forth below.

     The principal  portion of this Promissory Note may be converted (in minimum
blocks of $200,000 of  principal)  at any time by Holder into a number of Shares
determined by dividing the converted principal amount of this Promissory Note by
the Conversion Price in effect on the date such conversion is to be effectuated.
The term "Conversion Price" shall mean the price per share used to determine the
number of Shares  deliverable  upon  conversion of this Promissory  Note,  which
price  shall be the sum of the  ten-day  average  closing  price  of the  Shares
immediately  prior to the date of this  Promissory  Note  multiplied by 115%. No
conversion  hereunder shall be effective unless written notice of the conversion
is given by Holder at least 90 days prior to the Due Date,  effective  not later
than the Due Date.

     The  Conversion  Price and number of Shares  issuable  upon  conversion  in
accordance with this Promissory  Note shall also be  proportionally  adjusted if
the Maker  shall (i)  declare a dividend  or make a  distribution  on the common
stock in shares of its common stock,  or (ii)  combine,  subdivide or reclassify
the outstanding shares of common stock into a different number of shares so that
Holder  shall be  entitled  to  receive  the number of Shares it would have been
entitled to receive had this Promissory Note been converted immediately prior to
such event.

<PAGE>

     Default in the payment of the  principal of or interest on this  Promissory
Note when the same becomes due and payable  shall  constitute an even of default
hereunder.

     Upon  the  occurrence  of an event of  default,  or at any time  thereafter
during the continuance of any such event, the Holder may, with or without notice
to the Maker,  declare this  Promissory  Note to be  forthwith  due and payable,
whereupon  this  Promissory  Note and the  indebtedness  evidenced  hereby shall
forthwith  be due  and  payable,  both as to  principal  and  interest,  without
presentment,  demand,  protest,  or other  notice of any kind,  all of which are
hereby expressly  waived,  anything  contained herein or in any other instrument
executed   in   connection   with  or  securing   this  Note  to  the   contrary
notwithstanding.  If the Due  Date of this  Promissory  Note is  accelerated  as
provided above,  the Holder may convert the principal  portion of the Promissory
Note into Shares at any time prior to the payment of such principal amount.

     If the Maker sells all or substantially all of its assets to a third party,
merges, or consolidates with another entity, or engages in any other transaction
with a third party requiring  approval of the  shareholders of the Maker,  Maker
shall give prompt notice to the Holder,  and Holder may immediately  convert the
principal  amount of this  Promissory  Note into Shares at any time prior to the
consummation of such transaction.

     If this  Promissory Note or any installment of principal or interest hereon
becomes due and  payable on  Saturday,  Sunday or other day on which  commercial
banks  are  authorized  or  permitted  to close  under  the laws of the State of
Alabama,  the  maturity of this  Promissory  Note or such  installment  shall be
extended to the next succeeding business day.

     Maker  shall,  on or before  the Due Date,  pay the  outstanding  principal
balance under this  Promissory  Note,  together with accrued  interest,  by wire
transfer or other cash equivalent  acceptable to Maker. For any such prepayment,
Maker must give  Holder at least ten (10) days  notice of such  prepayment  and,
during such time,  Holder may convert all or a portion of such principal balance
into Shares.

     If Holder has not  received  the full amount of any of the  payments by the
end of the date it is due,  Maker  agrees to pay a late  charge to the Holder in
the amount of three percent (3%) of the overdue payment.

     The Holder of this Promissory Note, by acceptance hereof,  agrees that this
Promissory  Note and the Shares to be issued  upon  conversion  hereof are being
acquired for investment  and that such Holder will not offer,  sell or otherwise
dispose of this  Promissory  Note,  or any Shares to be issued  upon  conversion
hereof  except under  circumstances  which will not result in a violation of the
Securities Act of 1933, as amended (the  "Securities  Act").  Upon conversion of
this Promissory  Note, the Holder hereof shall confirm in writing,  by executing
the form  attached  as  Schedule  1 to  Exhibit  A  hereto,  that the  Shares so
purchased  are  being  acquired  for  investment  and  not  with a  view  toward
distribution  or  resale.  This  Promissory  Note  and all  Shares  issued  upon
conversion of this Promissory Note (unless  registered under the Securities Act)
shall be stamped or imprinted with a legend in substantially the following form:


                                       2
<PAGE>


           "THE  SECURITIES  EVIDENCED  HEREBY HAVE 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,  OR (ii) AN  OPINION  OF  COUNSEL  FOR THE  HOLDER,
           REASONABLY   SATISFACTORY   TO  THE   COMPANY,   THAT   SUCH
           REGISTRATION IS NOT REQUIRED."

In addition, in connection with the issuance of this Promissory Note, the Holder
specifically  represents to the Maker by acceptance of this  Promissory  Note as
follows:

                (1)      The Holder is aware of the Maker's business affairs and
financial condition,  and has acquired information about the Maker sufficient to
reach an informed and  knowledgeable  decision to acquire this Promissory  Note.
The Holder is acquiring this  Promissory Note for his 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.  The Holder is an
"accredited  investor"  as that  term is  defined  in  Securities  and  Exchange
Commission Rule 501(a) of Regulation D.

                (2)      The Holder  understands  that this  Promissory Note and
the Promissory Note Shares 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 Holder's  investment  intent as
expressed herein. In this connection,  the Holder  understands that, in the view
of the Securities and Exchange  Commission (the "SEC"),  the statutory basis for
such exemption may be unavailable if the Holder's  representation was predicated
solely upon a present  intention to hold the Promissory  Note and the Shares 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
Promissory  Note and the Shares,  or for a period of one year or any other fixed
period in the future.

                (3)      The Holder  further  understands  that this  Promissory
Note and the Shares must be held  indefinitely  unless  subsequently  registered
under the  Securities Act and any applicable  state  securities  laws, or unless
exemptions from registration are otherwise available.

                (4)      The Holder is aware of the  provisions  of Rule 144 and
144A, promulgated under the Securities Act, which, in substance,  permit limited
public 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 Maker, the resale occurring not less than one 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.


                                       3
<PAGE>

                (5)      The  Holder  further  understands  that at the  time it
wishes to sell this Promissory Note and the Shares there may be no public market
upon  which to make such a sale,  and that,  even if such a public  market  then
exists,  the  Maker  may  not  be  satisfying  the  current  public  information
requirements  of Rule 144 and 144A,  and that, in such event,  the Holder may be
precluded from selling this Promissory Note and the Promissory Note Shares under
Rule 144 and 144A  even if the one  (1)-year  minimum  holding  period  had been
satisfied.

                (6)      The Holder 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 and
144A 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 and 144A 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.

     With respect to any offer,  sale or other  disposition  of this  Promissory
Note, or any Shares acquired  pursuant to the conversion of this Promissory Note
prior to registration  of such Promissory Note or Shares,  the Holder hereof and
each subsequent  Holder of this Promissory Note agrees to give written notice to
the Maker prior thereto,  describing briefly the manner thereof, together with a
written opinion of such Holder's counsel, if reasonably  requested by the Maker,
to the effect that such offer, sale or other disposition may be effected without
registration or qualification (under the Securities Act as then in effect or any
federal or state law then in effect) of this  Promissory Note or such Shares and
indicating  whether  or not  under  the  Securities  Act  certificates  for this
Promissory  Note or such Shares to be sold or otherwise  disposed of require any
restrictive legend as to applicable  restrictions on transferability in order to
ensure  compliance  with  applicable  law.  Promptly upon receiving such written
notice and  reasonably  satisfactory  opinion,  if so requested,  the Maker,  as
promptly as  practicable,  shall notify such Holder that such Holder may sell or
otherwise dispose of this Promissory Note or such Shares, all in accordance with
the terms of the notice delivered to the Maker. If a determination has been made
pursuant  to this  paragraph  that the  opinion of counsel for the Holder is not
reasonably  satisfactory  to the  Maker,  the Maker  shall so notify  the Holder
promptly after such determination has been made and neither this Promissory Note
nor any Shares  shall be sold or otherwise  disposed of until such  disagreement
has been resolved. The foregoing  notwithstanding,  this Promissory Note or such
Shares may as to such federal laws, be offered, sold or otherwise disposed of in
accordance  with Rule 144 and 144A under the Securities  Act,  provided that the
Maker  shall  have  been  furnished  with  such  information  as the  Maker  may
reasonably request to provide a reasonable assurance that the provisions of Rule
144 and 144A have been satisfied.  Each certificate representing this Promissory
Note or the Shares  thus  transferred  (except a transfer  pursuant to Rule 144)
shall bear a legend as to the  applicable  restrictions  on  transferability  in
order to ensure  compliance with such laws,  unless in the aforesaid  opinion of
counsel  for the  Holder,  such  legend  is not  required  in  order  to  ensure
compliance with such laws. The Maker may issue stop transfer instructions to its
transfer  agent  or, if acting  as its own  transfer  agent,  the Maker may stop
transfer on its corporate books, in connection with such restrictions.

     Any  provision  of this Note that is  prohibited  or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining


                                       4
<PAGE>

provisions  hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

     This Promissory Note is not transferable or assignable by Maker without the
consent of the Holder. This Promissory Note is not transferable or assignable by
Holder without the consent of Maker. If this Promissory Note is collected by law
or through an attorney at law, or under  advice  therefrom,  the Maker agrees to
pay all costs of collection,  including reasonable  attorneys' fees.  Reasonable
attorneys' fees are defined to include, but not be limited to, all fees incurred
in all matters of collection and enforcement,  trial proceedings and appeals, as
well  as  appearances  in and  connected  with  any  bankruptcy  proceedings  or
creditors'   reorganization  or  similar   proceedings  and  any  post  judgment
collection efforts.

     Any failure to exercise any right,  remedy or recourse  hereunder shall not
be deemed to be a waiver or  release of the same,  such  waiver or release to be
effected only through a written document executed by the Holder and then only to
the extent  specifically  recited therein. A waiver or release with reference to
any one event shall not be construed as continuing,  as a bar to, or as a waiver
or release of any subsequent right, remedy or recourse as to a subsequent event.

     In no event shall the amount of  interest  due or payments in the nature of
interest  payable  hereunder  exceed the  maximum  rate of  interest  allowed by
applicable  law, as amended from time to time, and in the event any such payment
is paid by the Maker or received  by the  Holder,  then such excess sum shall be
credited as a payment of principal, unless the Maker shall notify the Holder, in
writing,  that the Maker  elects  to have  such  excess  sum  returned  to Maker
forthwith.

     The Maker hereby waives all and every exemption secured to them by the laws
and  constitution  of the State of Alabama,  and of any other  state.  The Maker
hereby waives demand,  presentment,  protest,  notice of nonpayment or dishonor,
and any other notice  required by law and agrees that its  obligation  hereunder
shall not be affected by any renewal or extension of the time of payment hereof,
or by any indulgences.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]















                                       5
<PAGE>



     This  Promissory Note shall be governed by and construed in accordance with
the laws of the State of Alabama  applicable to debts and  obligations  incurred
and to be paid  solely in such  jurisdiction.  This  Promissory  Note may not be
modified or amended and no  provision  hereof may be waived  except by a written
instrument executed by the parties to be bound thereby.


                                          DIGITAL FUSION, INC.

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





                                       6
<PAGE>



                                   EXHIBIT "A"
                                   -----------

                              NOTICE OF CONVERSION

To:      DIGITAL FUSION, INC.


         1. The undersigned hereby elects to purchase shares of Common Stock of
DIGITAL FUSION, INC. pursuant to the terms of the attached Promissory Note.

         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 Maker as
follows:

     (a) The  Purchaser is aware of the Maker's  business  affairs and financial
condition,  and has acquired sufficient  information about the Maker 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  Promissory  Note 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
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
Maker, the resale occurring not less than one 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.

<PAGE>

     (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 Maker 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:
                                          --------------------------------------




# 2784627_v1






                                       2