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                                                                    EXHIBIT 10.7

                                                             OPTION NO.: _______

                                ENTERWORKS, INC.
                            2000 STOCK INCENTIVE PLAN

                        QUALIFIED STOCK OPTION AGREEMENT


        Enterworks, Inc., a Delaware corporation (the "Company"), hereby grants
an option to purchase shares of its common stock, par value $.01, (the "Stock")
to the optionee named below. The terms and conditions of the option are set
forth in this cover sheet, in the attachment and in the Company's 2000 Stock
Incentive Plan (the "Plan").

Grant Date:  __________________, 200_

Name of Optionee:  _________________________________________________

Optionee's Social Security Number:  _____-____-_____

Number of Shares Covered by Option:  ______________

Exercise Price per Share:  $_____.___

Vesting Start Date: _________________, ____

        BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH
IS ALSO ATTACHED. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN, AND
AGREE THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT
SHOULD APPEAR TO BE INCONSISTENT.

Optionee:
          ---------------------------------------------------------
                                   (Signature)

Company:
          ---------------------------------------------------------
                                   (Signature)

               Title:
                       --------------------------------------------

Attachment

        This is not a stock certificate or a negotiable instrument.


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                                ENTERWORKS, INC.
                            2000 STOCK INCENTIVE PLAN

                        QUALIFIED STOCK OPTION AGREEMENT


 STATUTORY STOCK                This option is not intended to be an incentive
 OPTION                         stock option under Section 422 of the Internal
                                Revenue Code and will be interpreted
                                accordingly.

 VESTING                        This option is only exercisable before it
                                expires and then only with respect to the vested
                                portion of the option. Subject to the preceding
                                sentence, you may exercise this option, in whole
                                or in part, to purchase a whole number of vested
                                shares not less than 100 shares, unless the
                                number of shares purchased is the total number
                                available for purchase under the option, by
                                following the procedures set forth in the Plan
                                and below in this Agreement.

                                Your right to purchase shares of Stock under
                                this option vests as to one-fourth (1/4) of the
                                total number of shares covered by this option,
                                as shown on the cover sheet, on the one-year
                                anniversary of the Vesting Start Date
                                ("Anniversary Date"), provided you then continue
                                in Service. Thereafter, for each such vesting
                                date that you remain in Service the number of
                                shares of Stock which you may purchase under
                                this option shall vest at the rate of 6 1/4%
                                (six and one-fourth percent) per calendar
                                quarter (which begin January, April, July and
                                October) as of the first day of each calendar
                                quarter following the Anniversary Date. The
                                resulting aggregate number of vested shares will
                                be rounded to the nearest whole number, and you
                                cannot vest in more than the number of shares
                                covered by this option. Section 15 of the Plan
                                contains a description of certain events
                                involving a Change of Control which may cause
                                vesting of your Option to accelerate.

                                No additional shares of Stock will vest after
                                your Service has terminated for any reason.

 TERM                           Your option will expire in any event at the
                                close of business at Company headquarters on the
                                day before the 10th anniversary of the Date of
                                Option Grant, as shown on the cover sheet. Your
                                option will expire earlier if your Service
                                terminates, as described below.

 REGULAR TERMINATION            If your Service terminates for any reason, other
                                than death, Disability or Cause, then your
                                option will expire at the close of business at
                                Company headquarters on the 90th day after your
                                termination date.

 TERMINATION FOR                If your Service is terminated for Cause or you
 CAUSE OR RESIGNATION           resign, then you shall immediately forfeit all
                                rights to your option and the option shall
                                immediately expire.

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 DEATH                          If your Service terminates because of your
                                death, then your option will expire at the close
                                of business at Company headquarters on the date
                                twelve (12) months after the date of death.
                                During that twelve month period, your estate or
                                heirs may exercise the vested portion of your
                                option.

                                In addition, if you die during the 90-day period
                                described in connection with a regular
                                termination (i.e., a termination of your Service
                                not on account of your death, Disability or
                                Cause), and a vested portion of your option has
                                not yet been exercised, then your option will
                                instead expire on the date twelve (12) months
                                after your termination date. In such a case,
                                during the period following your death up to the
                                date twelve (12) months after your termination
                                date, your estate or heirs may exercise the
                                vested portion of your option.

 DISABILITY                     If your Service terminates because of your
                                Disability, then your option will expire at the
                                close of business at Company headquarters on the
                                date twelve (12) months after your termination
                                date.

 LEAVES OF ABSENCE              For purposes of this option, your Service does
                                not terminate when you go on a bona fide
                                employee leave of absence that was approved by
                                the Company in writing, if the terms of the
                                leave provide for continued Service crediting,
                                or when continued Service crediting is required
                                by applicable law. However, your Service will be
                                treated as terminating 90 days after you went on
                                employee leave, unless your right to return to
                                active work is guaranteed by law or by a
                                contract. Your Service terminates in any event
                                when the approved leave ends unless you
                                immediately return to active employee work.

                                The Company determines, in its sole discretion,
                                which leaves count for this purpose, and when
                                your Service terminates for all purpose under
                                the Plan.

 NOTICE OF EXERCISE             When you wish to exercise this option, you must
                                notify the Company by filing the proper "Notice
                                of Exercise" form at the address given on the
                                form. Your notice must specify how many shares
                                you wish to purchase (in a parcel of at least
                                100 shares generally). Your notice must also
                                specify how your shares of Stock should be
                                registered (in your name only or in your and
                                your spouse's names as joint tenants with right
                                of survivorship). The notice will be effective
                                when it is received by the Company.

                                If someone else wants to exercise this option
                                after your death, that person must prove to the
                                Company's satisfaction that he or she is
                                entitled to do so.

 FORM OF PAYMENT                When you submit your notice of exercise, you
                                must include payment of the option price for the
                                shares you are purchasing. Payment may be made
                                in one (or a combination) of the following
                                forms:

                                -   Cash, your personal check, a cashier's
                                    check, a money order or

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                                    another cash equivalent acceptable to the
                                    Company.

                                -   Shares of Stock which have already been
                                    owned by you for more than six months and
                                    which are surrendered to the Company. The
                                    value of the shares, determined as of the
                                    effective date of the option exercise, will
                                    be applied to the option price.

                                -   To the extent a public market for the Stock
                                    exists as determined by the Company, by
                                    delivery (on a form prescribed by the
                                    Company) of an irrevocable direction to a
                                    securities broker to sell Stock and to
                                    deliver all or part of the sale proceeds to
                                    the Company in payment of the
                                    aggregate exercise price and any withholding
                                    taxes.

 WITHHOLDING TAXES              You will not be allowed to exercise this option
                                unless you make acceptable arrangements to pay
                                any withholding or other taxes that may be due
                                as a result of the option exercise or sale of
                                Stock acquired under this option. In the event
                                that the Company determines that any federal,
                                state, local or foreign tax or withholding
                                payment is required relating to the exercise or
                                sale of shares arising from this grant, the
                                Company shall have the right to require such
                                payments from you, or withhold such amounts from
                                other payments due to you from the Company or
                                any Affiliate.

 TRANSFER OF OPTION             During your lifetime, only you (or, in the event
                                of your legal incapacity or incompetency, your
                                guardian or legal representative) may exercise
                                the Option. You cannot transfer or assign this
                                option. For instance, you may not sell this
                                option or use it as security for a loan. If you
                                attempt to do any of these things, this option
                                will immediately become invalid. You may,
                                however, dispose of this option in your will or
                                it may be transferred upon your death by the
                                laws of descent and distribution.

                                Regardless of any marital property settlement
                                agreement, the Company is not obligated to honor
                                a notice of exercise from your spouse, nor is
                                the Company obligated to recognize your spouse's
                                interest in your option in any other way.

 MARKET STAND-OFF               In connection with any underwritten public
 AGREEMENT                      offering by the Company of its equity securities
                                pursuant to an effective registration statement
                                filed under the Securities Act, including the
                                Company's initial public offering, you agree not
                                to sell, make any short sale of, loan,
                                hypothecate, pledge, grant any option for the
                                purchase of, or otherwise dispose or transfer
                                for value or agree to engage in any of the
                                foregoing transactions with respect to any
                                shares of Stock without the prior written
                                consent of the Company or its underwriters, for
                                such period of time after the effective date of
                                such registration statement as may be requested
                                by the Company or the underwriters (not to
                                exceed 180 days in length).

 INVESTMENT                     If the sale of Stock under the Plan is not
 REPRESENTATION                 registered under the Securities Act, but an
                                exemption is available which requires an
                                investment or other representation, you shall
                                represent and agree

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                                at the time of exercise that the Stock being
                                acquired upon exercise of this option are being
                                acquired for investment, and not with a view to
                                the sale or distribution thereof, and shall make
                                such other representations as are deemed
                                necessary or appropriate by the Company and its
                                counsel.

 THE COMPANY'S RIGHT            In the event that you propose to sell, pledge or
 OF FIRST REFUSAL               otherwise transfer to a third party any Stock
                                acquired under this Agreement, or any interest
                                in such Stock, the Company shall have the "Right
                                of First Refusal" with respect to all (and not
                                less than all) of such shares of Stock. If you
                                desire to transfer Stock acquired under this
                                Agreement, you must give a written "Transfer
                                Notice" to the Company describing fully the
                                proposed transfer, including the number of
                                shares proposed to be transferred, the proposed
                                transfer price and the name and address of the
                                proposed transferee.

                                The Transfer Notice shall be signed both by you
                                and by the proposed new transferee and must
                                constitute a binding commitment of both parties
                                to the transfer of the shares. The Company shall
                                have the right to purchase all, and not less
                                than all, of the shares of Stock on the terms of
                                the proposal described in the Transfer Notice
                                (subject, however, to any change in such terms
                                permitted in the next paragraph) by delivery of
                                a notice of exercise of the Right of First
                                Refusal within thirty (30) days after the date
                                when the Transfer Notice was received by the
                                Company.

                                If the Company fails to exercise its Right of
                                First Refusal within thirty (30) days after the
                                date when it received the Transfer Notice, you
                                may, not later than ninety (90) days following
                                receipt of the Transfer Notice by the Company,
                                conclude a transfer of the Stock subject to the
                                Transfer Notice on the terms and conditions
                                described in the Transfer Notice. Any proposed
                                transfer on terms and conditions different from
                                those described in the Transfer Notice, as well
                                as any subsequent proposed transfer by you,
                                shall again be subject to the Right of First
                                Refusal and shall require compliance with the
                                procedure described in the paragraph above. If
                                the Company exercises its Right of First
                                Refusal, the parties shall consummate the sale
                                of the Stock on the terms set forth in the
                                Transfer Notice within 60 days after the date
                                when the Company received the Transfer Notice
                                (or within such longer period as may have been
                                specified in the Transfer Notice); provided,
                                however, that in the event the Transfer Notice
                                provided that payment for the Stock was to be
                                made in a form other than lawful money paid at
                                the time of transfer, the Company shall have the
                                option of paying for the Stock with lawful money
                                equal to the present value of the consideration
                                described in the Transfer Notice.

                                In the case of any purchase of Stock under this
                                Right of First Refusal, at the option of the
                                Company, the Company may pay you the purchase
                                price in three or fewer annual installments.
                                Interest shall be credited on the installments
                                at the applicable federal rate (as determined
                                for purposes of Section 1274 of the Code) in
                                effect on the date on which the purchase is
                                made. The Company shall

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                                pay at least one-third of the total purchase
                                price each year, plus interest on the unpaid
                                balance, with the first payment being made on or
                                before the 60th day after the purchase.

                                The Company's rights under this subsection shall
                                be freely assignable, in whole or in part, shall
                                inure to the benefit of its successors and
                                assigns and shall be binding upon any transferee
                                of the shares of Stock.

                                The Company's Right of First Refusal shall
                                terminate in the event that Stock is listed on
                                an established national or regional stock
                                exchange, is admitted for quotation on the
                                National Association of Securities Dealers
                                Automated Quotation System, or is publicly
                                traded in an established securities market.

 RIGHT TO REPURCHASE            Following termination of your Service for any
                                reason, the Company shall have the right to
                                purchase all of those shares of Stock that you
                                have or will acquire under this option. If the
                                Company exercises its right to purchase such
                                shares, the purchase price shall be the Fair
                                Market Value of those shares on the date of
                                termination of Service. The Company will notify
                                you of its intention to purchase such shares,
                                and will consummate the purchase within 90 days
                                of your termination of Service or, in the case
                                of Stock acquired after your termination of
                                Service, within 90 days of the date of exercise.
                                The Company's rights of repurchase shall
                                terminate in the event that Stock is listed on
                                an established stock national or regional
                                exchange, is admitted for quotation on the
                                National Association of Securities Dealers
                                Automated Quotation System, or is publicly
                                traded in an established securities market.

 RETENTION RIGHTS               Your option or this Agreement do not give you
                                the right to be retained by the Company (or any
                                Parent, Subsidiaries or Affiliates) in any
                                capacity. The Company (and any Parent,
                                Subsidiaries or Affiliates) reserve the right to
                                terminate your Service at any time and for any
                                reason.

 SHAREHOLDER RIGHTS             You, or your estate or heirs, have no rights as
                                a shareholder of the Company until a certificate
                                for your option's shares has been issued. No
                                adjustments are made for dividends or other
                                rights if the applicable record date occurs
                                before your stock certificate is issued, except
                                as described in the Plan.

 FORFEITURE OF RIGHTS           If you should take actions in competition with
                                the Company, the Company shall have the right to
                                cause a forfeiture of your rights, including,
                                but not limited to, the right to cause you to
                                forfeit: (i) any outstanding Option, and (ii)
                                any gain recognized by you upon the exercise of
                                an Option during the period commencing twelve
                                (12) months prior to your termination of Service
                                with the Company due to taking actions in
                                competition with the Company and ending twelve
                                (12) months following such termination of
                                Service. Unless otherwise specified in an
                                employment or other agreement between the
                                Company and you, you take actions in competition
                                with the Company if you directly or indirectly,
                                own, manage, operate, join or

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                                control, or participate in the ownership,
                                management, operation or control of, or are a
                                proprietor, director, officer, member, partner
                                or an employee or agent of, or a consultant to
                                any business, firm, corporation, partnership or
                                other entity which competes with any business in
                                which the Company or any of its Affiliates is
                                engaged during your employment or other
                                relationship with the Company or its Affiliates
                                or at the time of your termination of Service.

 ADJUSTMENTS                    In the event of a stock split, a stock dividend
                                or a similar change in the Company stock, the
                                number of shares covered by this option and the
                                exercise price per Share may be adjusted (and
                                rounded down to the nearest whole number)
                                pursuant to the Plan. Your option shall be
                                subject to the terms of the agreement of merger,
                                liquidation or reorganization in the event the
                                Company is subject to such corporate activity.

 LEGENDS                        All certificates representing the Stock issued
                                upon exercise of this option shall, where
                                applicable, have endorsed thereon the following
                                legends:

                                   "THE SHARES REPRESENTED BY THIS CERTIFICATE
                                   ARE SUBJECT TO CERTAIN RESTRICTIONS ON
                                   TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES
                                   SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY
                                   AND THE REGISTERED HOLDER, OR HIS OR HER
                                   PREDECESSOR IN INTEREST. A COPY OF SUCH
                                   AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE
                                   OF THE COMPANY AND WILL BE FURNISHED UPON
                                   WRITTEN REQUEST TO THE SECRETARY OF THE
                                   COMPANY BY THE HOLDER OF RECORD OF THE SHARES
                                   REPRESENTED BY THIS CERTIFICATE."

                                   "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
                                   REGISTERED UNDER THE SECURITIES ACT OF 1933,
                                   AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
                                   OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
                                   REGISTRATION THEREOF UNDER SUCH ACT OR AN
                                   OPINION OF COUNSEL, SATISFACTORY TO THE
                                   COMPANY AND ITS COUNSEL, THAT SUCH
                                   REGISTRATION IS NOT REQUIRED."

 APPLICABLE LAW                 This Agreement will be interpreted and enforced
                                under the laws of the State of Delaware, other
                                than any conflicts or choice of law rule or
                                principle that might otherwise refer
                                construction or interpretation of this Agreement
                                to the substantive law of another jurisdiction.

 THE PLAN                       The text of the Plan is incorporated in this
                                Agreement by reference. CERTAIN CAPITALIZED
                                TERMS USED IN THIS AGREEMENT ARE DEFINED IN THE
                                PLAN, AND HAVE THE MEANING SET FORTH IN THE
                                PLAN.

                                This Agreement and the Plan constitute the
                                entire understanding between you and the Company
                                regarding this option. Any prior agreements,
                                commitments or negotiations concerning this
                                option

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                                are superseded

 OTHER AGREEMENTS               YOU AGREE, AS A CONDITION OF THE GRANT OF THIS
                                OPTION, THAT IN CONNECTION WITH THE EXERCISE OF
                                THE OPTION, YOU WILL EXECUTE SUCH DOCUMENT(s) AS
                                NECESSARY TO BECOME A PARTY TO ANY SHAREHOLDER
                                AGREEMENT OR VOTING TRUST AS THE COMPANY MAY
                                REQUIRE.



           BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE
           TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.












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