Exhibit 10.92


December 30, 1999




MR. DOUGLAS T. BROWN

Vice President
Bank of America

8300 Greensboro Drive, Suite 550
McLean, VA 22102-3604

Dear Douglas:

         This letter is to  formalize  the  agreements  between Bank of America,
N.A. ("Bank of America"),  Telos  Corporation,  a Maryland  corporation  ("Telos
(Maryland)"),  Telos Corporation, a California corporation ("Telos (California)"
and,  together with Telos  (Maryland),  sometimes  referred to  collectively  as
"Telos"),  and  Enterworks,  Inc.,  a Delaware  corporation,  formerly  known as
"enterWorks.com,  inc."  ("Enterworks"),  with respect to the private  placement
(the "Private  Placement")  of  approximately  $25,000,000 of Series A Preferred
Stock of Enterworks  at $1.15 per share and certain  other related  transactions
which  were  outlined  in a  conversation  between  Bank of  America  and  Telos
(California)  which  resulted  in a  signed  letter  agreement  between  Bank of
America, Telos (California) and Enterworks dated October 6, 1999. The details of
these  transactions  have now been finalized and amended to the extent necessary
to permit more specific Bank of America approval.

         AS STATED IN OUR OCTOBER 6TH letter,  Enterworks has agreed to exchange
approximately $2.7 million in subordinated notes issued by Enterworks for shares
of Enterworks common stock, par value $.01 per share, to be issued by Enterworks
to the note holders, and Telos will likewise exchange approximately $7.6 million
in  subordinated  notes issued by Telos in exchange for Enterworks  common stock
held of record by Telos (California).  The conversions of the subordinated notes
will be effected at a rate of $1.00 of principal amount per share.

         As you are aware,  all  27,000,000  shares of  Enterworks  common stock
currently  owned of record by Telos  (California)  have been  pledged to Bank of
America (the "Pledged  Shares")  pursuant to the Telos Pledge Agreement dated as
of April 16, 1999 (the "Pledge  Agreement") by and among Bank of America,  Telos
(Maryland) and Telos (California), and Telos (California) will require a release
of  10,000,000  of the Pledged  Shares from Bank of America as described  below.
Additionally,  Enterworks  has agreed to issue  4,000,000  additional  shares to
Telos  (California) and Telos  (California)  has agreed to contribute  1,000,000
Pledged Shares to Enterworks for  distribution  under the Enterworks  1996 Stock
Option Plan.

         In order to  permit  the  Private  Placement  and as part of a  general
restructuring  of the Enterworks  balance sheet,  Telos and Enterworks have also
agreed that Telos will cancel the existing intercompany debt of Enterworks which
has  accumulated  through  the first  closing in the  Private  Placement  in the
approximate amount of $30 million, on advice from Deutsche Banc Alex. Brown, the
Private Placement investment banker.

         In  addition  to the  transactions  set forth  above and as  previously
discussed  with Bank of America,  Enterworks  has approved the  redemption of $5
million of Enterworks  common stock from Telos  (California) at a price of $1.00
per  share,  and  Telos  (California)  has  determined  that  it is in the  best
interests of Telos  (California) to accept the redemption  offer. The redemption
will occur  immediately  after the closing of the Private  Placement,  and Telos
(California)  will  receive  all $5 million of the  redemption  price (less fees
payable to  Alex.Brown)  by wire  transfer  on the  closing  date of the Private
Placement. On the closing date of the Private Placement, the above referenced $5
million  (less  fees  payable  to   Alex.Brown)   of  funds  received  by  Telos
(California)  as a result of the  redemption  shall be used to pay down the debt
owed to Bank of America under the Amended and Restated  Credit  Agreement by and
among Telos  (Maryland),  Telos  (California)  and Bank of America dated July 1,
1997, as amended (the "Credit Agreement").

         Also as previously  discussed,  Enterworks is seeking Bank of America's
approval to create and issue up to 21,739,130 shares of Series A Preferred Stock
of  Enterworks at $1.15 per share in  connection  with the Private  Placement to
various Private Placement Investors (the "Private Placement Investors"),  and to
execute,  deliver and  perform the Stock  Purchase  Agreement,  Investor  Rights
Agreement, Co-Sale Agreement,  Stockholders' Voting Agreement and the Enterworks
charter amendments contemplated as part of the Private Placement (the "Operative
Agreements"), all dated on or prior to the date hereof.

         Please  indicate by signing below that Bank of America  approves of and
consents to each of the share issues and  transactions  described  above and the
execution,  delivery and  performance by Telos and Enterworks in accordance with
the Operative Agreements (collectively,  the "Transactions"),  and hereby waives
the  violations,  defaults and events of default  under or arising by or through
Sections 7.3, 7.6, 7.10,  7.12 and 9.1(q) of the Credit  Agreement and Section 8
of the  Pledge  Agreement,  and any  other  relevant  provisions  of the  Credit
Agreement  and the Pledge  Agreement  which may result as a  consequence  of the
Transactions.

         Within 10 days after the first closing in the Private  Placement,  Bank
of America  agrees to release  10,000,000  of the  Pledged  Shares  (within  the
meaning of the Pledge Agreement) and deliver the share certificate  representing
the  27,000,000   Pledged  Shares  to  Telos   (California)  for   cancellation.
Concurrently with such delivery by Bank of America,  Enterworks will issue a new
share certificate  evidencing  17,000,000 of the remaining Pledged Shares, which
shall  continue to be subject to the Pledge  Agreement,  and Telos  (California)
shall  concurrently  deliver such certificate to Bank of America in exchange for
the share certificate  representing the 27,000,000  Pledged Shares.  Each of the
signatories  to this  letter  agrees  to  promptly  take  whatever  actions  are
necessary  to amend the  Pledge  Agreement  to  evidence  the  change in Pledged
Shares. In the event Telos (California) is issued more than 17,000,000 shares of
Enterworks common stock, such higher number shall be pledged to Bank of America.

         In the event Bank of  America  exercises  its  rights  under the Credit
Agreement  or  Pledge  Agreement  (or  any  successor  arrangement)  to  sell or
otherwise dispose of any of the remaining 17,000,000 (or greater) Pledged Shares
on one or more occasions, Bank of America agrees, prior to any public or private
sale or other  disposition  of such Pledged Shares to any person or entity other
than Enterworks or the Private  Placement  Investors (each such sale or proposed
sale being  referred to as a "Third  Party  Sale"),  to first offer such Pledged
Shares to Enterworks,  which offer shall remain open for a period of 10 calendar
days. Any Pledged Shares not agreed to be purchased by Enterworks within such 10
calendar  day period shall then be offered to the Private  Placement  Investors,
which offer shall remain open to the Private Placement Investors for a period of
35 calendar days. In the event Enterworks and/or the Private Placement Investors
have not elected to purchase all of such  remaining  Pledged  Shares within such
respective  periods of time,  the Pledged  Shares may  thereafter be sold to the
original prospective  purchaser in a Third Party Sale, but only on the terms and
conditions  on which such  Pledged  Shares were  offered to  Enterworks  and the
Private Placement  Investors.  The Pledged Shares may be offered in a subsequent
Third Party Sale on terms and conditions different from the terms and conditions
originally  offered to Enterworks and Private  Placement  Investors only if such
Pledged Shares have first been offered to Enterworks  and the Private  Placement
Investors on such new terms and conditions in accordance with this paragraph.

         Bank of America  hereby  grants the same co-sale  rights to each of the
Private  Placement  Investors in respect of the Pledged Shares as are granted to
the Private  Placement  Investors in the Co-Sale  Agreement,  a copy of which is
attached hereto; provided, however, that such co-sale rights shall not become an
obligation  of any  subsequent  purchaser  of the  Pledged  Shares  from Bank of
America.

         Notwithstanding  anything  to the  contrary  contained  in  the  Credit
Agreement, Pledge Agreement or any other agreement or document relating thereto,
Bank of America  agrees  with Telos and  Enterworks  that,  at any time when the
voting and other  consensual  rights  described  in  Section  7(d) of the Pledge
Agreement  would,  by the terms of Pledge  Agreement,  become  vested in Bank of
America,  then (a)  Telos  shall  retain,  and  there  shall not vest in Bank of
America (i) the right to designate a member of the Enterworks board of directors
or an  observer  thereto as provided  in Section 1 of the  Stockholders'  Voting
Agreement;   and  (ii)  the  right  to  approve  any  amendment,   modification,
termination  of, or waiver under,  any  provision of any Operative  Agreement to
which Telos is a party;  and (b) Telos shall  retain,  and Bank of America shall
permit  Telos  to keep  and  observe,  the  obligation  to vote  its  shares  of
Enterworks  capital stock as provided in Section 1 of the  Stockholders'  Voting
Agreement.

         Bank of America  agrees and  acknowledges  that the  Private  Placement
Investors are third party  beneficiaries  with respect to the rights  granted in
the three previous paragraphs (but no other terms of this letter agreement). The
co-sale  rights,  rights of first  refusal and other  rights  granted by Bank of
America in the  foregoing  three  paragraphs  shall  terminate  upon the date of
termination of the Co-Sale  Agreement  referenced above as in effect on the date
hereof.

         Bank of  America  agrees and  acknowledges  that  Enterworks  is hereby
forever  released from any and all  obligations  arising out of or in connection
with  the  Credit  Agreement,  Security  Agreement  and  Pledge  Agreement  upon
consummation of the Private Placement.

         In consideration of Bank of America  providing the foregoing  consents,
approvals  and  waivers,  Telos  (Maryland)  has  agreed to pay Bank of  America
$450,000 in cash in two equal  installments  on October 6, 1999 and December 31,
1999 and Enterworks has agreed to issue 350,000 Enterworks common stock purchase
warrants  in the event the  Private  Placement  closes by  December  31, 1999 or
400,000  Enterworks  common  stock  purchase  warrants if the Private  Placement
closes after December 31, 1999 (the "Warrants"). The Warrants will have the same
rights and privileges set forth in the Warrant Agreement  received by Alex.Brown
as Placement Agent in connection with the Private Placement, except that (i) the
number of underlying shares will be in accordance with the immediately preceding
sentence,  and (ii) the Warrant Agreement will include the language set forth in
Riders  5  and  6  attached  hereto,   without  duplication.   Bank  of  America
acknowledges  having  received the first  installment of $225,000 on or prior to
October 6, 1999.

         If the  foregoing  is  acceptable  to Bank of  America,  please sign as
indicated below. Thank you for your prompt attention to this matter.

         _________                     TELOS CORPORATION, a Maryland corporation

         _________                          By:/s/ William L.P. Brownley
         _________                          Name:  William L.P. Browney
         _________                          Title:Vice President/General Counsel

         _________                   TELOS CORPORATION, a California corporation

         _________                          By:/s/ John B. Wood
         _________                          Name:  John B. Wood
         _________                          Title:

         _________                      ENTERWORKS, INC., a Delaware corporation

         _________                          By:/s/ Robert Lewis
         _________                          Name:  Robert Lewis
         _________                          Title: President

         _________                                   BANK OF AMERICA, N.A.


         _________                          By:/s/ Douglas T. Brown
         _________                          Name:  Douglas T. Brown
         _________                          Title: Vice President


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