EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT, effective as of May 4, 2004 (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 Jeffrey L. Williams (the "Executive"), residing at 137 River Walk Trail, New
Market, Alabama 35761.

                             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 Operations and Federal Services. 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.

<PAGE>

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

     (a)  Base Salary. Subject to adjustment as set forth below, the Company
          will pay Executive while he is employed hereunder, an annualized base
          compensation of not less than One Twenty-Seven Thousand Four Hundred
          ($127,400.00) per year, payable in substantially equal bi-monthly
          installments, or more frequently in accordance with Company's usual
          payroll policy (the "Base Salary"). The Company will review annually
          Executive's performance and compensation.

     (b)  Performance Bonus. Executive shall be entitled to such bonus
          compensation as the Compensation Committee deems appropriate. Such
          bonus compensation shall be based, in part, on the achievement of
          performance criteria established by the Compensation Committee,
          including criteria relating to the profitability of the Company.

     (c)  Participation in Company Stock Ownership Plan. During the period of
          Executive's employment, Executive will be entitled to participate in
          the Company's Stock Option Plan (or such other successor plan), as the
          Board of Directors or Compensation Committee, in its sole discretion,
          may determine.

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

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

     (f)  Reimbursement of Expenses.

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

          (ii) In addition to the expenses reimbursable pursuant to paragraph
               (i) above, the Company shall also pay to Executive a monthly
               allowance of $100.00 for telephone expenses.

3. Termination.
   -----------

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

<PAGE>

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

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

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

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

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

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

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


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

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

<PAGE>

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

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

         (e) Effect of Termination.
             ---------------------

          (i)  If the Company terminates Executive's employment for reasons
               other than for Cause, or for Executive's death, legal incapacity
               or disability or Disability, or if Executive terminates this
               Agreement for Good Reason, the obligations of Executive under
               this Agreement will terminate except that the covenants contained
               in Section 4(a) shall continue indefinitely, and the obligations
               in this section shall continue pursuant to their terms. In such
               event, for a period of six (6) months after the date of
               Executive's termination, the Company shall pay Executive, in
               accordance with customary payroll procedures, Executive's base
               salary Base Salary as then in effect and, in addition, any
               Performance Bonus that Executive would have earned in the year he
               was terminated, prorated as of the date of termination. For such
               six-month period, the Company shall continue to provide medical
               coverage to Executive under substantially the same terms as were
               in effect on the date Executive's employment terminated under
               this provision. Additionally, any and all vested options,
               warrants or other securities awarded to Executive pursuant to the
               Company's Stock Option Plan or any other similar plan or other
               written option agreement shall, as of the date of Executive's
               termination, immediately vest and become exercisable and all such
               vested options, warrants or other securities shall remain
               exercisable by Executive for the duration of the period during
               which the options, warrants or other securities would have
               remained exercisable if Executive had remained employed by the
               Company. The amounts paid to Executive under this paragraph shall
               not be affected in any way by Executive's acceptance of other
               employment during the six-month period described above.

          (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.

<PAGE>

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

4. Restrictive Covenants; Non-Competition.
   --------------------------------------

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

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

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

<PAGE>

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

     (d)  During Executive's employment with the Company and for a period of 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.

<PAGE>

     (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.

<PAGE>

          (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

<PAGE>

               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.

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

         6. No Violation.
            ------------

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

<PAGE>

         7. Breach by Executive.
            -------------------

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

         8. Miscellaneous.
            -------------

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

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

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

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

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

         (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.

<PAGE>


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

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

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

         9.       Indemnification.
                  ---------------

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




                           (Signature Page To Follow)




<PAGE>



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

                                     COMPANY
                                     -------

                                     DIGITAL FUSION, INC.



                                     By:   Roy E. Crippen, III
                                         -----------------------------------
                                     Its:  Chief Executive Officer



                                    EXECUTIVE
                                    ---------

                                    Jeffrey L. Williams
                                    ---------------------
                                    Jeffrey L. Williams