Exhibit 10.93

     Enterworks,  Inc.  (the  "Company")  would like to provide  you and certain
other investors with the opportunity to convert the subordinated Notes purchased
from the Company (each a "Note" and collectively the "Notes") into shares of the
Company's  common  stock,  par value  $.01 per share  (the  "Common  Stock")  in
accordance  with the terms of this letter  agreement.  By signing and  returning
this letter agreement and tendering your Note(s) to the Company, you will become
entitled to receive,  in exchange for the outstanding  principal  amount and all
accrued but unpaid  interest under the tendered  Note(s)  through the conversion
date (the "Conversion Date"), that number of shares of Common Stock equal to the
outstanding  principal  amount of the Note(s) you tender.  For  example,  if the
outstanding  principal  amount under your Note(s) is $100 and accrued but unpaid
interest  thereon  is $5 as of the  Conversion  Date,  you will be  entitled  to
receive 100 shares of Common  Stock upon  conversion  and  cancellation  of such
Note(s) on the Conversion Date.

     On the  date  of  the  first  closing  in the  currently  proposed  private
placement  (the  "Private  Placement"),  the Company  will issue you one or more
Common Stock share certificates evidencing the number of shares to which you are
entitled.  You are the holder of a Note(s) in the amount of  (dollars)  dollars,
therefore your Note(s) would be converted into (shares)  shares of Common Stock.
The Common  Stock to be issued to you in exchange for your Note(s) will have and
be subject to the same rights,  preferences,  limitations and restrictions under
the Articles of  Incorporation  of  Enterworks as the Common Stock of Enterworks
into which the  convertible  preferred stock proposed to be issued in connection
with the Private  Placement  will be  convertible.  Whether you elect to convert
your Note(s) into shares of Common Stock or not,  your rights under the Warrants
you  purchased  along  with the  Note(s)  will not be  affected  by this  letter
agreement,  except that holders of equity  securities of the Company  (including
you, as a holder of Warrants) may be diluted by additional  issuances of capital
stock of the Company including, but not limited to, issuances of Common Stock in
the event  holders of Note(s)  elect to convert their Note(s) into Common Stock.
The  Company  will  provide  you  with a  schedule  of  shareholders  as soon as
practical following the closing of the Private Placement.  Further,  the Company
hereby  informs  you  that  there  are  no  securities  with  the  Company  with
anti-dilution  rights other than the Warrants attached to the Note(s) referenced
above.

     Additionally,  on or prior to the  first  closing  in  connection  with the
Private  Placement,  you,  the  Company and the other Note  holders  electing to
exchange Notes hereunder will enter into a written shareholders' agreement which
will provide for one demand  registration  right and standard  co-sale rights as
set forth  below.  The one (1) demand  registration  right may be  exercised  by
written  consent  of not less than 51% of the  total  number of shares of Common
Stock issued to all Note holders  exchanging  their notes  hereunder,  including
you, and will be subject to  reasonable  and customary  blackout  periods and to
cutback of shares  based on market  conditions.  In the event of such a cutback,
any Common Stock  requested to be  registered by you and other Note holders will
be reduced  before  reducing  any  securities  of the  investors  in the Private
Placement (the "Private  Placement  Investors")  or the Company  requested to be
included in such  registration;  provided,  however  that in the event the total
number of shares of Common Stock you and the other Note holders properly request
for inclusion is reduced  pursuant to such cutback to less than 40% of the total
number of shares you and such Note holders properly  requested to be included in
such registration,  then such registration shall not count toward the one demand
registration  granted by the  shareholders'  agreement.  The  Private  Placement
Investors  shall receive notice of such demand  registration  and shall have the
right  to  piggyback   registration   rights  in  connection  with  such  demand
registration.  You will also receive  co-sale  rights  equivalent to the co-sale
rights granted to Telos in the shareholders' agreement between Telos and certain
other Company shareholders.

     If you wish to have your  Note(s)  converted  into shares of Common  Stock,
please  countersign  this  letter in the  signature  block  provided,  request a
Conversion  Date on or after  October 1,  1999,  provide  all other  information
requested below and return this letter  agreement to me along with your original
Note(s) at your earliest convenience,  but not later than September 27, 1999. If
you do not  request a  Conversion  Date  after  October  1,  1999,  or request a
Conversion  Date that occurs after the date of the first  closing in  connection
with the Private Placement, you agree that your Note(s) will be exchanged on the
date of the first closing to occur in connection with the Private Placement.  If
you do not  wish  to  convert  your  Note(s),  the  courtesy  of a  response  is
nonetheless appreciated.

     By signing below,  you (i) agree and acknowledge  that the shares of Common
Stock you receive will not be registered  under the  Securities  Act of 1933, as
amended (the  "Securities  Act"), or applicable state securities laws, are aware
that you cannot  sell,  assign,  transfer  or  otherwise  dispose of such shares
unless  they are  registered  under  the  Securities  Act and  applicable  state
securities  laws or an opinion is given by counsel  satisfactory  to the Company
that  such  registration  is not  required,  and  agree  that  the  certificates
evidencing  the  shares  will  contain a legend to the  foregoing  effect,  (ii)
represent  that  you  have  substantial   knowledge  and  experience  in  making
investment  decisions of this type and are capable of evaluating  the merits and
risks of this  exchange,  and (iii)  have been  offered  an  opportunity  to ask
questions  and receive  answers from  Enterworks'  management  to your  complete
satisfaction.

     The Company  cannot  assure you that the Company  will receive any funds in
connection with the Private Placement, and therefore the Company must, and does,
retain the right to terminate  this  agreement  to exchange  your Note(s) at any
time by written  notice to you for any reason,  in which case the  Company  will
tender your Note(s) back to you as soon as practicable thereafter.  Furthermore,
the Company will  terminate this agreement (and tender your Note(s) back to you)
if an amount of funds equal to or greater  than $15 million is not raised in the
above referenced Private  Placement.  In any event, the Company will tender your
Note(s)  back within 90 days of the date of this letter  agreement  in the event
the Conversion  Date does not occur prior to such time.  Please let us know your
decision at your  earliest  convenience.  I  appreciate  your  attention to this
matter.

Very truly yours,



Dee Ann Revere
Vice President & General Counsel


<PAGE>


By signing below, I agree that my Note(s) may be converted into shares of Common
Stock on the date of the first closing in connection with the Private Placement,
or on  ___________________  (insert Conversion Date) as set forth in this letter
agreement and that in such event the Note(s)  attached  hereto will be cancelled
by the Company on the Conversion Date.  Please issue my share  certificate(s) to
_________ (insert name of person or entity in whose name the share  certificates
should be issued).

AGREED AND ACKNOWLEDGED,

FOR INVESTORS OTHER THAN NATURAL PERSONS:

ATTEST:  _________                  [INSERT NAME OF INVESTOR]



         _________                          By:
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         _________                          Name:
         _________                          Title:


FOR INVESTORS WHO ARE NATURAL PERSONS:

WITNESS: _________                  [INSERT NAME OF INVESTOR]



         _________
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Name:    _________                          Name: