EXHIBIT 10.11

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment dated as of the 5th day of August,  2005 (the
"Amendment")  is  between  Digital  Fusion,   Inc.  (the  "Company")  and  Chris
Brunhoeber ("Executive").

WHEREAS,  the Company and Executive entered into a certain Employment  Agreement
dated April 25, 2005 (the "Employment Agreement") and;

WHEREAS, the Company and Executive now wish to amend the Employment Agreement as
set forth below.

The  Company  and  Executive  hereby  agree  that  Sections  2(a)  and  3(e)(i),
respectively,  of the  Employment  Agreement is hereby deleted and replaced with
the following:

Section 2(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 Hundred Five Thousand  Dollars  ($105,000.00)
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.

Section 3(e)(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 five (5) 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 five-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
five-month period described above.

Except as set forth above,  the Employment  Agreement  remains in full force and
effect.

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


                                           DIGITAL FUSION, INC.


                                           By: /s/ Gary S. Ryan
                                           -------------------------------------
                                           President and Chief Operating Officer


                                           EXECUTIVE


                                           By: /s/ Chris Brunhoeber
                                           -------------------------------------
                                                   Chris Brunhoeber