Exhibit 10.4

                              EMPLOYMENT AGREEMENT

THIS AGREEMENT, effective as of, April 25, 2005 (the "Effective Date"), is
made by and between Digital Fusion, Inc., a Delaware corporation (the "Company")
with its corporate offices at 4940-A Corporate Drive, Huntsville, Alabama 35805,
and Chris Brunhoeber (the "Executive"), residing at 104 Jones Valley Drive, SW,
Huntsville, Alabama 35802.

                             BACKGROUND INFORMATION
                             ----------------------

The Company and Executive wish to enter into a new agreement upon the terms
and conditions set forth herein. Therefore, in consideration of the mutual
promises and covenants contained herein and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


                              OPERATIVE PROVISIONS
                              --------------------

1. Employment; Term.
   -----------------

     (a)  Employment. Subject to the terms and conditions set forth herein, the
          Company agrees to employ and Executive agrees to serve as the
          Company's Vice President of Finance. During the term of employment,
          Executive shall have such responsibilities, duties and authorities as
          commensurate with companies of similar size, and additionally, such
          responsibilities, duties and authorities as may be assigned to the
          Executive by the Company's President, provided, that, the same is not
          inconsistent with such position. Executive agrees that he will use his
          full business time to promote the interests of the Company and its
          affiliates and to fulfill his duties hereunder. Nothing in this
          Agreement shall however preclude Executive from engaging, so long as,
          in the reasonable determination of the Company's Board of Directors,
          such activities do not interfere with the execution of his duties and
          responsibilities hereunder, in charitable and community affairs, from
          managing any passive investment made by Executive in publicly traded
          equity securities or other property (provided, that, no such
          investment may exceed 5% of the equity of any entity, without the
          prior approval of the Company's Board of Directors) or from serving,
          subject to the prior approval of the Company's Board of Directors, as
          a member of boards of directors or as a trustee of any other
          corporation, association or entity (provided, that, no such prior
          approval shall be required for any such boards on which Executive
          shall currently serve). For purposes of the preceding sentence, any
          approval of the Company's Board of Directors required herein shall not
          be unreasonably withheld.

     (b)  Term. Unless sooner terminated pursuant to Section 3, the term of
          Executive's employment pursuant to this Agreement shall commence on
          the Effective Date and shall continue thereafter for a period of two
          years (the "Term"). Executive and the Company understand and
          acknowledge that Executive's employment with the Company constitutes
          "at-will" employment. Subject to the Company's obligation to provide
          severance benefits as specified herein, Executive and the Company
          acknowledge that this employment relationship may be terminated at any
          time, upon written notice to the other party, with or without Cause or
          Good Reason, as those terms are defined below, at the option of either
          the Company or Executive.

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2. Compensation. During the employment term under this Agreement, the Company
shall compensate Executive as follows:

     (a)  Base Salary. Subject to adjustment as set forth below, the Company
          will pay Executive while he is employed hereunder, an annualized base
          compensation of not less than Ninety Five Thousand Dollars
          ($95,000.00) per year, payable in substantially equal semi-monthly
          installments, or more frequently in accordance with Company's usual
          payroll policy (the "Base Salary"). Executive shall have a performance
          and compensation review in January of 2006.

     (b)  Performance Bonus. Executive shall be entitled to an interim metrics
          bonus based upon the Compensation Committee's approved performance
          objectives in accordance with Exhibit A attached hereto. In addition,
          Executive shall be entitled to an annual bonus based on the
          performance metrics outlined in Exhibit B, attached hereto. Such bonus
          compensation shall be based, in part, on the achievement of
          performance criteria established by the Compensation Committee,
          including criteria relating to the profitability of the Company.

     (c)  Participation in Company Stock Ownership Plan. During the period of
          Executive's employment, Executive will be entitled to participate in
          the Company's Stock Option Plan (or such other successor plan), as the
          Board of Directors or Compensation Committee, in its sole discretion,
          may determine. Executive shall receive an initial stock option grant
          in accordance with Exhibit C attached hereto.

     (d)  Benefits. Executive will be eligible to participate in all benefit
          programs of the Company which are in effect for its senior executive
          personnel and, to the extent available to executive personnel, its
          employees generally from time to time.

     (e)  Vacation. Executive will be entitled each year to vacation for a
          period or periods not inconsistent with the normal policy of Company
          in effect from time to time, but in any event not less than fifteen
          vacation days each year and to such holidays as may be customarily
          afforded to its employees by the Company, during which periods
          Executive's compensation shall be paid in full.

     (f)  Reimbursement of Expenses.



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          (i)  All reasonable travel and entertainment expenses incurred by
               Executive in the course of fulfilling this Agreement or otherwise
               promoting the Company and its business shall be reimbursed by the
               Company. Such reimbursement shall be made to Executive promptly
               following submission to the Company of receipts and other
               documentation of such expenses reasonably satisfactory to the
               Company.

          (ii) In addition to the expenses reimbursable pursuant to paragraph
               (i) above, the Company shall also pay to Executive a monthly
               allowance of $75.00 for telephone expenses.

3. Termination.

     (a)  Death and Legal Incapacity. Executive's employment hereunder shall
          terminate upon Executive's death or legal incapacity.

     (b)  Disability. Executive's employment hereunder may be terminated by the
          Company in the event of Executive's Disability. As used in this
          Agreement, the term "Disability" shall mean the inability or failure
          of the Executive to perform the essential functions of the position
          for which he has been employed by the Company, for more than 90
          consecutive days or for shorter periods aggregating more than 150 days
          in any period of 12 consecutive months, all as determined in good
          faith by a majority vote of the disinterested members of the Company's
          Board of Directors. Until such termination occurs, Executive shall
          continue to receive his base salary Base Salary as then in effect,
          provided, however, that such salary shall be reduced to the extent of
          any short-term disability benefits provided to Executive under a
          short-term disability plan sponsored by the Company.

     (c)  For Cause. Executive's employment hereunder may be terminated by the
          Company for cause ("Cause") upon the occurrence of any of the
          following events and in accordance with the time periods set forth
          below:

          (i)  Executive's breach of any material duty or obligation hereunder,
               which breach continues or renews at any time after notice and a
               reasonable opportunity to desist or otherwise cure has been
               furnished;

          (ii) Executive is convicted or pleads guilty or nolo contendre to any
               felony (other than traffic violation) or any crime involving
               fraud, dishonesty or misappropriation;

          (iii) Executive willfully engages in misconduct that causes material
               harm to the Company;

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          (iv) The Executive willfully engages in an act that constitutes a
               conflict of interest with the Company or a usurpation of a
               business opportunity of the Company, in either case without the
               prior written approval of the Company's Board of Directors.

          The determination as to whether any of the foregoing Causes has
          occurred shall be made in good faith by the affirmative vote of
          at least 75% of the disinterested members of the Company's Board
          of Directors. No event shall be deemed a basis for Cause unless
          Executive is terminated therefore within 60 days after such event
          is known to the Chairman of the Company or if Executive is
          Chairman, known to the Chairman of any committee of the Board.

     (d)  For Good Reason. Executive may terminate his employment hereunder for
          good reason ("Good Reason") if such termination occurs within sixty
          (60) days after:

          (i)  The Company assigns to Executive any duties or responsibilities
               inconsistent with Section 1, which assignment is not withdrawn
               within 20 business days after Executive's notice to the Company
               of his reasonable objection thereto;

          (ii) Executive is relocated more than 40 miles from Huntsville,
               Alabama without his prior written consent; or

          (iii) The Company breaches any material provision of this Agreement
               and such breach and the effects thereof are not remedied by the
               Company within 20 business days after Executive's notice to the
               Company of the existence of such breach.

     (e)  Effect of Termination.

          (i)  If the Company terminates Executive's employment for reasons
               other than for Cause, or for Executive's death, legal incapacity
               or disability, or if Executive terminates this Agreement for Good
               Reason, the obligations of Executive under this Agreement will
               terminate except that the covenants contained in Section 4(a)
               shall continue indefinitely, and the obligations in this section
               shall continue pursuant to their terms. In such event, for a
               period of three (3) months after the date of Executive's
               termination, the Company shall pay Executive, in accordance with
               customary payroll procedures, Executive's base salary as then in
               effect and, in addition, any Performance Bonus that Executive
               would have earned in the year he was terminated, prorated as of
               the date of termination. For such three-month period, the Company
               shall continue to provide medical coverage to Executive under
               substantially the same terms as were in effect on the date
               Executive's employment terminated under this provision.
               Additionally, any and all vested options, warrants or other
               securities awarded to Executive pursuant to the Company's Stock
               Option Plan or any other similar plan or other written option
               agreement shall, as of the date of Executive's termination,
               immediately vest and become exercisable and all such vested
               options, warrants or other securities shall remain exercisable by
               Executive for the duration of the period during which the
               options, warrants or other securities would have remained
               exercisable if Executive had remained employed by the Company.
               The amounts paid to Executive under this paragraph shall not be
               affected in any way by Executive's acceptance of other employment
               during the three-month period described above.

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          (ii) Except as otherwise provided herein, if Executive terminates his
               employment for any reason other than Good Reason or Executive's
               employment is terminated for Cause, the obligations of Executive
               and the Company under this Agreement will terminate except that
               the covenants of Executive contained in Section 4(a) shall
               continue indefinitely and the covenants of Executive contained in
               Section 4(d) shall continue until the first anniversary of the
               date of Executive's termination. In such event, Executive shall
               be entitled to receive only the compensation hereunder accrued
               and unpaid as of the date of Executive's termination.

          (iii) If Executive's employment terminates due to a Disability, as
               defined in Section 3(b), the obligations of Executive under this
               Agreement will terminated except that the covenants in Section
               4(a) shall continue indefinitely. In such event, for a period of
               one year after the date of Executive's termination, the Company
               shall pay Executive, in accordance with customary payroll
               procedures, Executive's Base Salary as then in effect, provided,
               however, that the payment of such salary shall be reduced to the
               extent of any long-term disability benefits provided to Executive
               under a long-term disability plan sponsored by the Company. The
               vesting and exercise of any and all options, warrants or other
               securities awarded to Executive pursuant to the Company's Stock
               Option Plan or any other similar plan shall be governed by the
               terms of such plan, or if awarded pursuant to a written option
               agreement, then the terms of such agreement.

          (iv) No amount payable to Executive pursuant to this Agreement shall
               be subject to mitigation due to Executive's acceptance or
               availability of other employment.

4. Restrictive Covenants; Non-Competition.

     The parties hereto recognize that Executive's services are special and
unique and that the level of compensation and the provisions herefor for
compensation are partly in consideration of and conditioned upon Executive's not
competing with the Company.

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     (a)  Except as otherwise permitted hereby, or by the Company's Board of
          Directors, Executive shall treat as confidential and not communicate
          or divulge to any other person or entity any information related to
          the Company or its affiliates or the business, affairs, prospects,
          financial condition or ownership of the Company or any of its
          affiliates (the "Information") acquired by Executive from the Company
          or the Company's other employees or agents, except (i) as may be
          required to comply with legal proceedings (provided, that, prior to
          such disclosure in legal proceedings Executive notifies the Company
          and reasonably cooperates with any efforts by the Company to limit the
          scope of such disclosure or to obtain confidential treatment thereof
          by the court or tribunal seeking such disclosure) or (ii) while
          employed by the Company, as Executive reasonably believes necessary in
          performing his duties. Executive shall use the Information only in
          connection with the performance of his duties hereunder, and not
          otherwise for his benefit or the benefit of any other person or
          entity. For the purposes of this Agreement, Information shall include,
          but not be limited to, any confidential information concerning
          clients, subscribers, marketing, business and operational methods of
          the Company or its affiliates and its affiliates' clients,
          subscribers, contracts, financial or other data, technical data or any
          other confidential or proprietary information possessed, owned or used
          by the Company. Excluded from Executive's obligations of
          confidentiality is any part of such Information that: (i) was in the
          public domain prior to the date of commencement of Executive's
          employment with the Company or (ii) enters the public domain other
          than as a result of Executive's breach of this covenant. This Section
          (4) (a) shall survive the expiration or termination of the other
          provisions of this Agreement.

     (b)  Executive shall fully disclose to the Company all discoveries,
          concepts, and ideas, whether or not patentable, including, but not
          limited to, processes, methods, formulas, and techniques, as well as
          improvements thereof or know-how related thereto (collectively,
          "Inventions") concerning or relating to the business conducted by the
          Company and concerning any present or prospective activities of the
          Company which are published, made or conceived by Executive, in whole
          or in part, during Executive's employment with the Company.

     (c)  Executive shall make applications in due form for United States
          letters patent and foreign letters patent on such Inventions at the
          request of the Company and at its expense, but without additional
          compensation to Executive. Executive further agrees that any and all
          such Inventions shall be the absolute property of Company or its
          designees. Executive shall assign to the Company all of Executive's
          right, title and interest in any and all Inventions, execute any and
          all instruments and do any and all acts necessary or desirable in
          connection with any such application for letters patent or to
          establish and perfect in the Company the entire right, title, and
          interest in such Inventions, patent applications, or patents, and
          shall execute any instrument necessary or desirable in connection with
          any continuations, renewals, or reissues thereof or in the conduct of
          any related proceedings or litigation.

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     (d)  During Executive's employment with the Company and for a period of one
          (1) year after the earlier of the expiration date of this Agreement or
          the termination Executive's employment hereunder by the Company for
          Cause or by Executive (other than for Good Reason) or subsequent to a
          Change in Control, as hereinafter defined:

          (i)  Executive will not, directly or indirectly, engage in, own or
               control an interest in (except as a passive investor in publicly
               held companies and except for investments held at the date
               hereof) or act as an officer, director, or employee of, or
               consultant or adviser to, any entity located in any state in
               which the Company provides or has provided its services or
               products (the "Covered Area"), that competes, directly or
               indirectly, with any of the products or services being offered or
               actively under consideration for offer during the term of
               Executive's employment with the Company;

          (ii) Executive will not recruit or hire any employee, independent
               contractor or vendor of the Company, or otherwise induce such
               employee, independent contractor or vendor to leave the Company,
               to become an employee of or otherwise be associated with
               Executive or any company or business with which Executive is or
               may become associated;

          (iii) Executive will not solicit or accept from any customer or
               account of the Company existing at the time or within 12 months
               preceding the termination of Executive's employment with the
               Company, any business of the kind offered or conducted by the
               Company as of the termination of the Executive's employment with
               the Company;

     (e)  If any portion of the restrictive covenants contained in this Section
          4 are held to be unreasonable, arbitrary or against public policy,
          each covenant shall be considered divisible both as to time and
          geographic area, such that each month within the specified period
          shall be deemed a separate period of time and each county within the
          Covered Area shall be deemed a separate geographical area, resulting
          in an intended requirement that the longest lesser time and the
          largest lesser geographic area determined not to be unreasonable,
          arbitrary, or against public policy shall remain effective and be
          specifically enforceable against the Executive;

     (f)  Each restrictive covenant on the part of the Executive set forth in
          this Agreement shall be construed as a covenant independent of any
          other covenant or provision of this Agreement or any other agreement
          which the Executive may have, whether fully performed or executory,
          and the existence of any claim or cause of action by the Executive
          against the Company whether predicated upon another covenant or
          provision of this Agreement or otherwise, shall not, unless otherwise
          allowed by applicable law, constitute a defense to the enforcement by
          the Company of any other covenant;

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     (g)  The period of time during which the Executive is prohibited from
          engaging in the practices identified in this Section 4 shall be
          extended by any length of time during which the Executive is in breach
          of such covenants.

5. Change of Control.

     In the event of a Change of Control, the following provisions shall apply:

     (a)  If, immediately upon a Change of Control or at any time within one (1)
          year thereafter, Executive is no longer employed by the Company (or
          any entity to which this Agreement may be assigned in connection with
          such Change of Control) for any reason other than Executive's death,
          legal incapacity or disability, Executive shall be entitled to
          receive, within 10 days after the termination date, a lump sum payment
          ("Change of Control Payment") equal to one half the amount of
          Executive's annual Base Salary then in effect plus any other amounts
          accrued and unpaid as of the date of termination (i.e., earned
          bonuses, car allowance, unreimbursed business expenses, and any other
          amount due to Executive under employee benefit or fringe benefit plans
          of the Company). Notwithstanding the foregoing, if Executive shall so
          request, any Change of Control Payment may be paid to Executive in
          substantially equal monthly installments, or more frequently in
          accordance with the Company's usual payroll policy. Additionally, any
          and all options, warrants or other securities awarded to Executive
          pursuant to the Company's Stock Option Plan or any other similar plan
          shall, as of the date of Executive's termination, immediately vest and
          become exercisable by Executive for the duration of the period during
          which the options, warrants or other securities would have remained
          exercisable if Executive had remained employed by the Company.

     (b)  For purposes of this Section 5, a "Change of Control" shall be deemed
          to occur upon any of the following events:

          (1)  Any "person" or "group" within the meaning of Sections 13(d) and
               14(d)(2) of the Exchange Act (i) becomes the "beneficial owner,"
               as defined in Rule 13d-3 under the Exchange Act, of 50% or more
               of the combined voting power of the Company's then outstanding
               securities, otherwise than through a transaction or series of
               related transactions arranged by, or consummated with the prior
               approval of, the Board or (ii) acquires by proxy or otherwise the
               right to vote 50% or more of the then outstanding voting
               securities of the Company, otherwise than through an arrangement
               or arrangements consummated with the prior approval of the Board,
               for the election of directors, for any merger or consolidation of
               the Company or for any other matter or question.

          (2)  During any period of 12 consecutive months (not including any
               period prior to the adoption of this Section), Present Directors
               and/or New Directors cease for any reason to constitute a
               majority of the Board. For purposes of the preceding sentence,
               "Present Directors" shall mean individuals who at the beginning
               of such consecutive 12-month period were members of the Board,
               and "New Directors" shall mean any director whose election by the
               Board or whose nomination for election by the Company's
               stockholders was approved by a vote of at least two-thirds of the
               directors then still in office who were Present Directors or New
               Directors.

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          (3)  Consummation of (i) any consolidation or merger of the Company in
               which the Company is not the continuing or surviving corporation
               or pursuant to which shares of Stock would be converted into
               cash, securities or other property, other than a merger of the
               Company in which the holders of Stock immediately prior to the
               merger have the same proportion and ownership of common stock of
               the surviving corporation immediately after the merger or (ii)
               any sale, lease, exchange or other transfer (in one transaction
               or a series of related transactions) of all, or substantially
               all, of the assets of the Company; provided, that, the
               divestiture of less than substantially all of the assets of the
               Company in one transaction or a series of related transactions,
               whether effected by sale, lease, exchange, spin-off sale of the
               stock or merger of a subsidiary or otherwise, shall not
               constitute a Change in Control.

For purposes of this Section 5(b), the rules of Section 318(a) of the Code
and the regulations issued thereunder shall be used to determine stock
ownership.

          (c)  Excise Tax Gross-Up. If Executive becomes entitled to one or more
               payments (with a "payment" including the vesting of restricted
               stock, a stock option, or other non-cash benefit or property),
               whether pursuant to the terms of this Agreement or any other plan
               or agreement with the Company or any affiliated company
               (collectively, "Change of Control Payments"), which are or become
               subject to the tax ("Excise Tax") imposed by Section 4999 of the
               Internal Revenue Code of 1986, as amended (the "Code"), the
               Company shall pay to Executive at the time specified below such
               amount (the "Gross-up Payment") as may be necessary to place
               Executive in the same after-tax position as if no portion of the
               Change of Control Payments and any amounts paid to Executive
               pursuant to this paragraph 5(c) had been subject to the Excise
               Tax. The Gross-up Payment shall include, without limitation,
               reimbursement for any penalties and interest that may accrue in
               respect of such Excise Tax. For purposes of determining the
               amount of the Gross-up Payment, Executive shall be deemed: (A) to
               pay federal income taxes at the highest marginal rate of federal
               income taxation for the year in which the Gross-up Payment is to
               be made; and (B) to pay any applicable state and local income
               taxes at the highest marginal rate of taxation for the calendar
               year in which the Gross-up Payment is to be made, net of the
               maximum reduction in federal income taxes which could be obtained
               from deduction of such state and local taxes if paid in such
               year. If the Excise Tax is subsequently determined to be less
               than the amount taken into account hereunder at the time the
               Gross-up Payment is made, Executive shall repay to the Company at
               the time that the amount of such reduction in Excise Tax is
               finally determined (but, if previously paid to the taxing
               authorities, not prior to the time the amount of such reduction
               is refunded to Executive or otherwise realized as a benefit by
               Executive) the portion of the Gross-up Payment that would not
               have been paid if such Excise Tax had been used in initially
               calculating the Gross-up Payment, plus interest on the amount of
               such repayment at the rate provided in Section 1274(b)(2)(B) of
               the Code. In the event that the Excise Tax is determined to
               exceed the amount taken into account hereunder at the time the
               Gross-up Payment is made, the Company shall make an additional
               Gross-up Payment in respect of such excess (plus any interest and
               penalties payable with respect to such excess) at the time that
               the amount of such excess is finally determined.

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               The Gross-up Payment provided for above shall be paid on the
               30th day (or such earlier date as the Excise Tax becomes due
               and payable to the taxing authorities) after it has been
               determined that the Change of Control Payments (or any
               portion thereof) are subject to the Excise Tax; provided,
               however, that if the amount of such Gross-up Payment or
               portion thereof cannot be finally determined on or before
               such day, the Company shall pay to Executive on such day an
               estimate, as determined by counsel or auditors selected by
               the Company and reasonably acceptable to Executive, of the
               minimum amount of such payments. The Company shall pay to
               Executive the remainder of such payments (together with
               interest at the rate provided in Section 1274(b)(2)(B) of
               the Code) as soon as the amount thereof can be determined.
               In the event that the amount of the estimated payments
               exceeds the amount subsequently determined to have been due,
               such excess shall constitute a loan by the Company to
               Executive, payable on the fifth day after demand by the
               Company (together with interest at the rate provided in
               Section 1274(b)(2)(B) of the Code). The Company shall have
               the right to control all proceedings with the Internal
               Revenue Service that may arise in connection with the
               determination and assessment of any Excise Tax and, at its
               sole option, the Company may pursue or forego any and all
               administrative appeals, proceedings, hearings, and
               conferences with any taxing authority in respect of such
               Excise Tax (including any interest or penalties thereon);
               provided, however, that the Company's control over any such
               proceedings shall be limited to issues with respect to which
               a Gross-up Payment would be payable hereunder, and Executive
               shall be entitled to settle or contest any other issue
               raised by the Internal Revenue Service or any other taxing
               authority. Executive shall cooperate with the Company in any
               proceedings relating to the determination and assessment of
               any Excise Tax and shall not take any position or action
               that would materially increase the amount of any Gross-up
               Payment hereunder.

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     6. No Violation.

     Executive warrants that the execution and delivery of this Agreement and
the performance of his duties hereunder will not violate the terms of any other
agreement to which he is a party or by which he is bound. Additionally,
Executive warrants that Executive has not brought and will not bring to the
Company or use in the performance of Executive's responsibilities at the Company
any materials or documents of a former employer that are not generally available
to the public, unless Executive has obtained express written authorization from
the former employer for their possession and use. Executive represents that he
is not and, since the commencement of Executive's employment with the Company
has not been a party to any employment, proprietary information,
confidentiality, or noncompetition non-competition agreement with any of
Executive's former employers which remains in effect as the date hereof. The
warranties set forth in this Section 6 shall survive the expiration or
termination of the other provisions of this Agreement.

     7. Breach by Executive.

     Both parties recognize that the services to be rendered under this
Agreement by Executive are special, unique and extraordinary in character, and
that in the event of the breach by Executive of the terms and conditions of this
Agreement to be performed by him or in the event Executive performs services for
any person, firm or corporation engaged in a competing line of business with
Company, the Company shall be entitled, if it so elects, to institute and
prosecute proceedings in any court of competent jurisdiction, whether in law or
in equity, to, by way of illustration and not limitation, obtain damages for any
breach of this Agreement, or to enforce the specific performance thereof by
Executive, or to enjoin Executive from competing with the Company or, performing
services for himself or any such other person, firm or corporation. The Company
may obtain an injunction restraining any such breach by Executive and no bond or
other security shall be required in connection therewith. The Company and
Executive each consent to the jurisdiction of United States Federal District
Court for the Northern District of Alabama.

     8. Miscellaneous.

     (a)  This Agreement shall be binding upon and inure to the benefit of the
          Company, its successors, and assigns and may not be assigned by
          Executive.

     (b)  This Agreement contains the entire agreement of the parties hereto and
          supersedes all prior or concurrent agreements, whether oral or
          written, relating to the subject matter hereof. This Agreement may be
          amended only by a writing signed by the party against whom enforcement
          is sought.

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     (c)  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
          THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF
          LAWS, RULES OR PRINCIPLES.

     (d)  Any notices or other communications required or permitted hereunder
          shall be in writing and shall be deemed effective when delivered in
          person or, if mailed, on the date of deposit in the mails, postage
          prepaid, to the other party at the respective address of such party
          set forth herein or to such other address as shall have been specified
          in writing by either party to the other in accordance herewith.

     (e)  The provisions of Sections 4(a), 4(d) and 6 and the other provisions
          of this Agreement which by their terms contemplate survival of the
          termination of this Agreement, shall survive termination of this
          Agreement and be deemed to be independent covenants.

     (f)  If any term or provision of this Agreement or its application to any
          person or circumstance is to any extent invalid or unenforceable, the
          remainder of this Agreement, or the application of such term or
          provision to persons or circumstances other than those as to which it
          is held invalid or unenforceable, shall not be affected thereby, and
          each term and provision shall be valid and enforced to the fullest
          extent permitted by law.

     (g)  No delay or omission to exercise any right, power or remedy accruing
          to any party hereto shall impair any such right, power or remedy or
          shall be construed to be a waiver of or an acquiescence to any breach
          hereof. No waiver of any breach of this Agreement shall be deemed to
          be a waiver of any other breach of this Agreement theretofore or
          thereafter occurring. Any waiver of any provision hereof shall be
          effective only to the extent specifically set forth in the applicable
          writing. All remedies afforded under this Agreement to any party
          hereto, by law or otherwise, shall be cumulative and not alternative
          and shall not preclude assertion by any party hereto of any other
          rights or the seeking of any other rights or remedies against any
          other party hereto.

     (h)  It is the intent of the Company that Executive not be required to
          incur any legal fees or disbursements associated with (i) the
          interpretation of any provision in, or obtaining of any right or
          benefit under this Agreement, or (ii) the enforcement of his rights
          under this Agreement, including, without limitation by litigation or
          other legal action, because the cost and expense thereof would
          substantially detract from the benefits to be extended to Executive
          hereunder. Accordingly, the Company irrevocably authorizes Executive
          from time to time to retain counsel of his choice, at the expense of
          the Company as hereafter provided, to represent Executive in
          connection with the interpretation and/or enforcement of this
          Agreement, including without limitation the initiation or defense of
          any litigation or other legal action, whether by or against the
          Company, or any Director, officer, stockholder, or any other person
          affiliated with the Company in any jurisdiction. The Company shall pay
          or cause to be paid and shall be solely responsible for any and all
          reasonable attorneys' and related fees and expenses incurred by
          Executive under this Section 8(h).

                                       12
<PAGE>

     (i)  The Background section of this Agreement is hereby incorporated into
          the Operative Provisions of this Agreement.

     9. Indemnification.

     The Company agrees to indemnify Executive to the fullest extent permitted
by applicable law, as such law may be hereafter amended, modified or
supplemented and to the fullest extent permitted by each of the Company's
Restated Certificate of Incorporation and the Company's Restated By-Laws, as
from time to time amended, modified or supplemented. The Company further agrees
that Executive is entitled to the benefits of any directors and officers'
liability insurance policy, in accordance with the terms and conditions of that
policy, if such a policy is maintained by the Company.







                           (Signature Page To Follow)


                                       13
<PAGE>


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

                                                     COMPANY
                                                     -------

                                                     DIGITAL FUSION, INC.



                                                     By:   /s/ Gary S. Ryan
                                                        ------------------------
                                                     Its:  President



                                                     EXECUTIVE
                                                     ---------


                                                     /s/ Chris Brunhoeber
                                                     ---------------------------
                                                     Chris Brunhoeber


                                       14
<PAGE>

                                    EXHIBIT A
                                    ---------

                              Interim Metrics Bonus



o    Financial close of each month within 10 business days beginning with the
     May 2005 accounting month

o    File quarterly SEC reports within 30 days beginning with the Q2 2005
     accounting period ended 6/30/05

o    Implement Work Authorization System and Job Costs Reporting beginning with
     the May 2005 accounting month

These metrics will be evaluated by the President and the CEO in July 2005
and if met, the V.P. Finance will be eligible for a $15,000 bonus.


                                       15
<PAGE>



                                    EXHIBIT B
                                    ---------


                       Metrics for Vice-President Finance


o        Manage to the Indirect Budget provided for your organization

o        Obtain Approved Government Purchasing System

o        Obtain Approved Government Property System

o        Financial close of each month within 10 days

o        File quarterly SEC reports within 30 days

o        File annual SEC report within 60 days

o        Implement Work Authorization System

o        Achieve 95% compliance with reporting on Limitation of Funds/Cost
         Clause in Cost Type Contracts

o        Implement company-wide bid rates

o        Unqualified external Audit Opinion on Financial Statements

o        Maintain Interest Expense below .2% of revenue

o        Manage and prepare budget preparation

o        Maintain internal controls and internal audit functions

o        Responsible for risk management functions



o        The revenue and profit metrics for all senior-level managers are the
         same.  We are dependent on each other to meet these metrics.


Two-thirds of the $20,000 potential bonus is strictly financial - based
solely on the Company achieving its revenue, profit and G&A base metrics goals
for FY205 as approved by the board of directors. The remaining one-third is
based on performance - achieving the objectives listed above.


                                       16
<PAGE>

                                    EXHIBIT C
                                    ---------

Stock Options*
--------------


     The Company hereby awards to Executive an option to purchase Sixty Thousand
(60,000) shares of the Company's Common Stock. The price per share shall be
determined on the effective date of the grant. Twenty Thousand (20,000) shares
shall vest one hundred percent (100%) immediately upon the first anniversary of
employment or business worth 1 million, whichever takes place sooner; pursuant
to the terms and conditions, as set forth in the Company's Stock Option Plan and
Agreement. The remaining Forty Thousand (40,000) shares shall vest in accordance
with the performance schedules below.

Performance Vesting 1
---------------------

     Twenty Thousand (20,000) shares shall vest one hundred percent (100%)
immediately upon the following occurrence:

     If the Company's trailing four (4) quarters' revenue is more than $25
million with minimum net income of $1.75 million OR if the Company's trailing
four (4) quarters' earnings is more than $2.5 million. Revenue and earnings
shall be based on GAAP; however, they shall be adjusted to eliminate
extraordinary one-time events such as expensing acquisition costs or revenue
associated with an acquisition.

Performance Vesting 2
---------------------

Twenty Thousand (20,000) shares shall vest one hundred percent (100%)
immediately upon the following occurrence:

     If the Company's trailing four (4) quarters' revenue is more than $35
million with minimum net income of $2.50 million OR if the Company's trailing
four (4) quarters' earnings is more than $3.5 million. Revenue and earnings
shall be based on GAAP; however, they shall be adjusted to eliminate
extraordinary one-time events such as expensing acquisition costs or revenue
associated with an acquisition.



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




                                       17