Exhibit 10.96
                              TRANSACTION AGREEMENT

         THIS TRANSACTION  AGREEMENT (THIS "AGREEMENT") IS MADE THIS 29TH DAY OF
SEPTEMBER, 1999, BETWEEN TELOS CORPORATION, a MARYLAND CORPORATION ("TELOS") AND
ENTERWORKS, INC., a Delaware corporation ("Enterworks").

                                 R E C I T A L S

         WHEREAS,  to finance the start up and operations of  Enterworks,  Telos
         has loaned Enterworks approximately  $30,000,000 as of the date hereof,
         and presently  intends to continue to fund the operations of Enterworks
         in the ordinary  course until the closing of the minimum amount offered
         in the currently  proposed private placement (the "Private  Placement")
         of up to $25,000,000 in common stock of the Company, par value $.01 per
         share  (the  "Company   Stock")  by  Deutsche  Banc  Alex.  Brown  (the
         "Placement Agent");

         WHEREAS,  Board of  Directors  of  Enterworks,  upon the  advice of the
         Placement  Agent,  has  determined  that it is necessary to restructure
         Enterworks' balance sheet to provide for the forgiveness of the amounts
         loaned to  Enterworks  by Telos  through  the date  (the  "Cancellation
         Date") of the  closing of the  minimum  amount in  connection  with the
         Private  Placement  (the "Telos  Shareholder  Loan Amount") as provided
         herein; and

         WHEREAS,  as part of the general  restructuring of the balance sheet of
         Enterworks in  anticipation  of the Private  Placement,  Enterworks has
         agreed to issue Telos 4,000,000  shares of common stock, par value $.01
         per share ("Common Stock") pursuant to the terms of this Agreement;

         WHEREAS,  Telos  desires to contribute  1,000,000  shares of Enterworks
         Common Stock owned by Telos to the capital of  Enterworks  for issuance
         to  certain  members  of  management  of Telos  (the  "Grantees")  upon
         exercise  of options to be granted  pursuant to  Enterworks  1996 Stock
         Option Plan;

                                A G R E E M E N T

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

SECTION ONE.  ____BACKGROUND OF AGREEMENT.  The agreements set forth in Sections
2, 3 and 4 below  are  entered  into as part of a general  restructuring  of the
balance sheet of Enterworks  upon the advice of the Placement  Agent in order to
permit the successful  offering of Common Stock in the Private  Placement  which
may  alleviate  the cash flow drain on Telos in  connection  with the funding of
Enterworks by Telos and provide  Enterworks  with the ability to seek additional
sources of funding other than Telos from and after the Private Placement.

SECTION TWO.______CANCELLATION OF INDEBTEDNESS. Telos hereby agrees, with effect
from Cancellation  Date, to forgive and cancel the Telos Shareholder Loan Amount
on the Cancellation  Date in the event Enterworks  receives at least the minimum
offering amount in connection with the Private Placement on such date.

SECTION  THREE.____SHARE  ISSUANCE TO TELOS.  Enterworks  agrees to issue Telos,
with effect from the  Cancellation  Date, on the  Cancellation  Date,  4,000,000
shares of Common Stock, such shares upon issuance to be duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock.

SECTION  FOUR._____SHARE  TRANSFER TO  ENTERWORKS.  Telos agrees to  immediately
transfer to  Enterworks  1,000,000  shares of Common  Stock,  for the purpose of
reserving  such shares for  issuance  upon  exercise  of options  granted to the
Grantees pursuant to the Enterworks 1996 Stock Option Plan.

SECTION FIVE._____CONTINUED  FUNDING. Telos' present intention is to continue to
fund  Enterworks  in the  ordinary  course from the date hereof  until the first
closing in  connection  with the  Private  Placement  in order to  facilitate  a
successful  consummation  of the  Private  Placement;  provided,  however,  that
circumstances  may require Telos to discontinue such funding upon written notice
to Telos.

SECTION  SIX.______GENERAL.  This  Agreement may not be  supplemented,  changed,
waived, discharged, terminated, modified or amended except by written instrument
executed  by the  parties  hereto,  and shall be  binding  upon and inure to the
benefit of the parties hereto and their respective  successors and assigns.  The
Recitals  set  forth  above  shall be deemed  to be a  substantive  part of this
Agreement and may be used to construe and interpret the terms hereof.

SECTION  SEVEN.____GOVERNING  LAW. All Questions  Concerning  the  Construction,
Validity, Interpretation or Subject Matter of This Agreement Will be Governed by
and Construed in Accordance  the Internal Law, and Not the Law of Conflicts,  of
the State of Delaware.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                            TELOS CORPORATION

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

                                            ENTERWORKS, INC.

                                       By: /s/ Dee Ann Revere
                                       Name:   Dee Ann Revere
                                       Title:  Vice President/General Counsel