Exhibit 10.94


September 29, 1999

     Telos  Corporation  (the  "Company")  would like to provide you and certain
other  investors  with the  opportunity  to exchange  the  subordinated  Note(s)
purchased  from the Company  (each a "Note" and  collectively  the "Notes") into
shares of common stock,  par value $.01 per share (the "Common  Stock"),  of the
Company's majority-owned  subsidiary,  Enterworks,  Inc., a Delaware corporation
("Enterworks"),  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 transfer to you one or
more Common Stock share  certificates  evidencing  the number of shares to which
you are  entitled  in  connection  with this  exchange.  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. In addition, you will be entitled to become a party to, and
obtain the same rights and benefits  with respect to your shares of Common Stock
of  Enterworks  under,  any  stockholders  agreement  or  similar  agreement  or
arrangement  (whether written or oral) as any investor in the Private  Placement
providing for, among other things, registration,  pre-emptive,  co-sale or other
similar  rights or  benefits.  The Company  will  provide you with a schedule of
shareholders  as  soon  as  practical  following  the  closing  of  the  Private
Placement.

     If you wish to have your  Note(s)  converted  into shares of Common  Stock,
please  countersign  this  letter  in  the  signature  block  below,  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' and the Company's  management to
your complete satisfaction.

         Neither the Company nor Enterworks can assure you that  Enterworks 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,


William L. P. Brownley
Vice President and General Counsel

         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:__________________________
         _________                          Name:
         _________                          Title:

FOR INVESTORS WHO ARE NATURAL PERSONS:

WITNESS: _________         [INSERT NAME OF INVESTOR]

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Name:    _________                  Name: