<PAGE>
                                                                   EXHIBIT 10.13

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                            NEXTERA ENTERPRISES, INC.

                           SECOND AMENDED AND RESTATED
                        GUARANTEE AND SECURITY AGREEMENT

                          Dated as of December 31, 2002

                               FLEET NATIONAL BANK

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                                TABLE OF CONTENTS

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1.    Reference to Second Amended and Restated Credit Agreement; Definitions; Certain Rules of Construction......       1

2.    Guarantee..................................................................................................       1

   2.1.     Guarantee of Credit Obligations......................................................................       2
   2.2.     Continuing Obligation................................................................................       2
   2.3.     Waivers with Respect to Credit Obligations...........................................................       3
   2.4.     Lenders' Power to Waive, etc.........................................................................       4
   2.5.     Information Regarding the Company, etc...............................................................       4
   2.6.     Certain Guarantor Representations....................................................................       5
   2.7.     Subrogation..........................................................................................       5
   2.8.     Subordination........................................................................................       6
   2.9.     Future Subsidiaries; Further Assurances..............................................................       6
   2.10.       Contribution Among Guarantors.....................................................................       6

3.    Security...................................................................................................       6

   3.1.     Credit Security......................................................................................       6
   3.2.     Additional Credit Security...........................................................................       9
   3.3.     Certain Covenants with Respect to Credit Security....................................................       9
   3.4.     Administration of Credit Security....................................................................      12
   3.5.     Right to Realize upon Credit Security................................................................      13
   3.6.     Custody of Credit Security...........................................................................      16

4.    General....................................................................................................      16
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                                                    -i-
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                            NEXTERA ENTERPRISES, INC.

          SECOND AMENDED AND RESTATED GUARANTEE AND SECURITY AGREEMENT

      This Agreement, dated as of December 31, 2002, is among Nextera
Enterprises, Inc., a Delaware corporation (the "Company"), the Subsidiaries of
the Company from time to time party hereto and Fleet National Bank, as
administrative agent (the "Agent") for the Lenders under the Second Amended and
Restated Credit Agreement (as defined below). The parties agree as follows:

1. Reference to Second Amended and Restated Credit Agreement; Definitions;
Certain Rules of Construction. Reference is made to the Second Amended and
Restated Credit Agreement dated as of the date hereof, as from time to time in
effect (the "Second Amended and Restated Credit Agreement"), among the Company,
the Subsidiaries of the Company from time to time party thereto, the Lenders and
the Agent. Capitalized terms defined in the Second Amended and Restated Credit
Agreement and not otherwise defined herein are used herein with the meanings so
defined (as such definitions may be modified or supplemented herein). Certain
other capitalized terms are used in this Agreement as specifically defined below
in this Section 1. Except as the context otherwise explicitly requires, (a) the
capitalized term "Section" refers to sections of this Agreement, (b) the
capitalized term "Exhibit" refers to exhibits to this Agreement, (c) references
to a particular Section shall include all subsections thereof, (d) the word
"including" shall be construed as "including without limitation", (e) terms
defined in the UCC and not otherwise defined herein have the meaning provided
under the UCC, (f) references to a particular statute or regulation include all
rules and regulations thereunder and any successor statute, regulation or rules,
in each case as from time to time in effect and (g) references to a particular
Person include such Person's successors and assigns to the extent not prohibited
by this Agreement and the other Credit Documents. References to "the date
hereof" mean the date first set forth above.

      "Accounts" is defined in Section 3.1.2.

      "Agreement" means this Guarantee and Security Agreement as from time to
time in effect.

      "Guarantor" means each of the Company's Subsidiaries party to, or which
subsequently becomes party to, this Agreement as a Guarantor.

      "Intellectual Property" is defined in Section 3.3.7.

      "Obligors" means the Company and the Guarantors from time to time.

      "Pledged Indebtedness" is defined in Section 3.1.6.

      "Pledged Rights" is defined in Section 3.1.5.

      "Pledged Securities" means the Pledged Stock, the Pledged Rights and the
Pledged Indebtedness, collectively.

      "Pledged Stock" is defined in Section 3.1.4.

      "UCC" means the Uniform Commercial Code as in effect in Massachusetts on
the date hereof; provided, however, that with respect to the perfection of the
Agent's Lien on the Credit Security and the effect of nonperfection thereof, the
term "UCC" means the Uniform Commercial Code as in effect in any jurisdiction
the laws of which are made applicable by Section 9-301 of the Uniform Commercial
Code as in effect in Massachusetts.

2. Guarantee.


                                      -1-
<PAGE>
      2.1. Guarantee of Credit Obligations. Each Guarantor unconditionally
guarantees that the Credit Obligations will be performed and paid in full in
cash when due and payable, whether at the stated or accelerated maturity thereof
or otherwise, this guarantee being a guarantee of payment and not of
collectability and being absolute and in no way conditional or contingent. In
the event any part of the Credit Obligations shall not have been so paid in full
when due and payable, each Guarantor will, immediately upon notice by the Agent
or, without notice, immediately upon the occurrence of a Bankruptcy Default, pay
or cause to be paid to the Agent for the account of each Lender in accordance
with the Lender's respective Percentage Interests therein the amount of such
Credit Obligations which are then due and payable and unpaid. The obligations of
each Guarantor hereunder shall not be affected by the invalidity,
unenforceability or irrecoverability of any of the Credit Obligations as against
the Company, any other Obligor, any other guarantor thereof or any other Person.
For purposes hereof, the Credit Obligations shall be due and payable when and as
the same shall be due and payable under the terms of the Second Amended and
Restated Credit Agreement or any other Credit Document notwithstanding the fact
that the collection or enforcement thereof may be stayed or enjoined under the
Bankruptcy Code or other applicable law. If, notwithstanding any other provision
of this Agreement, including the obligations incurred by it under this Agreement
and the rights granted to it by Section 2.10, enforcement of the obligations of
any Guarantor under this Agreement for the full amount of the Credit Obligations
to which such Guarantor is liable would constitute an unlawful transfer under
any applicable fraudulent conveyance or fraudulent transfer law or any
comparable law, then the obligations of such Guarantor hereunder shall be
reduced to the highest amount for which such obligations may then be enforced
without resulting in an unlawful transfer under any such law.

      2.2. Continuing Obligation. Each Guarantor acknowledges that the Lenders
have entered into the Second Amended and Restated Credit Agreement (and, to the
extent that the Lenders or the Agent may enter into any future Credit Document,
will have entered into such agreement) in reliance on this Section 2 being a
continuing irrevocable agreement, and such Guarantor agrees that its guarantee
may not be revoked in whole or in part. The obligations of the Guarantors
hereunder shall terminate when the commitment of the Lenders to extend credit
under the Second Amended and Restated Credit Agreement shall have terminated and
all of the Credit Obligations have been indefeasibly paid in full in cash and
discharged; provided, however, that:

            (a) if a claim is made upon the Lenders at any time for repayment or
      recovery of any amounts or any property received by the Lenders from any
      source on account of any of the Credit Obligations and the Lenders repay
      or return any amounts or property so received (including interest thereon
      to the extent required to be paid by the Lenders) or


            (b) if the Lenders become liable for any part of such claim by
      reason of (i) any judgment or order of any court or administrative
      authority having competent jurisdiction, or (ii) any settlement or
      compromise of any such claim (provided that, except after the occurrence
      and during the continuance of an Event of Default, the Company shall have
      consented to such settlement or compromise, such consent not to be
      unreasonably withheld),

then the Guarantors shall remain liable under this Agreement for the amounts so
repaid or property so returned or the amounts for which the Lenders become
liable (such amounts being deemed part of the Credit Obligations) to the same
extent as if such amounts or property had never been received by the Lenders,
notwithstanding any termination hereof or the cancellation of any instrument or
agreement evidencing any of the Credit Obligations. Not later than five days
after receipt of notice from the Agent, the Guarantors shall pay to the Agent an
amount equal to the amount of such repayment or return for which the Lenders
have so become liable. Payments hereunder by a Guarantor may be required by the
Agent on any number of occasions.


                                      -2-
<PAGE>
      2.3. Waivers with Respect to Credit Obligations. Except to the extent
expressly required by the Second Amended and Restated Credit Agreement or any
other Credit Document, each Guarantor waives, to the fullest extent permitted by
the provisions of applicable law, all of the following (including all defenses,
counterclaims and other rights of any nature based upon any of the following):

            (a) presentment, demand for payment and protest of nonpayment of any
      of the Credit Obligations, and notice of protest, dishonor or
      nonperformance;


            (b) notice of acceptance of this guarantee and notice that credit
      has been extended in reliance on such Guarantor's guarantee of the Credit
      Obligations;


            (c) notice of any Default or of any inability to enforce performance
      of the obligations of the Company or any other Person with respect to any
      Credit Document or notice of any acceleration of maturity of any Credit
      Obligations;


            (d) demand for performance or observance of, and any enforcement of
      any provision of the Second Amended and Restated Credit Agreement, the
      Credit Obligations or any other Credit Document or any pursuit or
      exhaustion of rights or remedies with respect to any Credit Security or
      against the Company or any other Person in respect of the Credit
      Obligations or any requirement of diligence or promptness on the part of
      the Agent or the Lenders in connection with any of the foregoing;

            (e) any act or omission on the part of the Agent or the Lenders
      which may impair or prejudice the rights of such Guarantor, including
      rights to obtain subrogation, exoneration, contribution, indemnification
      or any other reimbursement from the Company or any other Person, or
      otherwise operate as a deemed release or discharge;


            (f) failure or delay to perfect or continue the perfection of any
      security interest in any Credit Security or any other action which harms
      or impairs the value of, or any failure to preserve or protect the value
      of, any Credit Security;


            (g) any statute of limitations or any statute or rule of law which
      provides that the obligation of a surety must be neither larger in amount
      nor in other respects more burdensome than the obligation of the
      principal;


            (h) any "single action" or "anti-deficiency" law which would
      otherwise prevent the Lenders from bringing any action, including any
      claim for a deficiency, against such Guarantor before or after the Agent's
      or the Lenders' commencement or completion of any foreclosure action,
      whether judicially, by exercise of power of sale or otherwise, or any
      other law which would otherwise require any election of remedies by the
      Agent or the Lenders; and

            (i) all demands and notices of every kind with respect to the
      foregoing.


Each Guarantor represents that it has obtained the advice of counsel as to the
extent to which suretyship and other defenses may be available to it with
respect to its obligations hereunder in the absence of the waivers contained in
this Section 2.3.


                                      -3-
<PAGE>
      No delay or omission on the part of the Agent or the Lenders in exercising
any right under any Credit Document or under any other guarantee of the Credit
Obligations or with respect to the Credit Security shall operate as a waiver or
relinquishment of such right. No action which the Agent or the Lenders or the
Company or any other Obligor may take or refrain from taking with respect to the
Credit Obligations shall affect the provisions of this Agreement or the
obligations of each Guarantor hereunder. None of the Lenders' or the Agent's
rights shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or any other Obligor, or by any
noncompliance by the Company or any other Obligor with any Credit Document,
regardless of any knowledge thereof which the Agent or the Lenders may have or
otherwise be charged with.

      2.4. Lenders' Power to Waive, etc. Each Guarantor grants to the Agent and
the Lenders full power in their discretion, without notice to or consent of such
Guarantor, such notice and consent being expressly waived to the fullest extent
permitted by applicable law, and without in any way affecting the liability of
such Guarantor under its guarantee hereunder:

            (a) To waive compliance with, and any Default under, and to consent
      to any amendment to or modification or termination of any provision of, or
      to give any waiver in respect of, the Second Amended and Restated Credit
      Agreement, any other Credit Document, the Credit Security, the Credit
      Obligations or any guarantee thereof (each as from time to time in
      effect);


            (b) To grant any extensions of the Credit Obligations (for any
      duration), and any other indulgence with respect thereto, and to effect
      any total or partial release (by operation of law or otherwise),
      discharge, compromise or settlement with respect to the obligations of the
      Obligors or any other Person in respect of the Credit Obligations, whether
      or not rights against such Guarantor under this Agreement are reserved in
      connection therewith;

            (c) To take security in any form for the Credit Obligations, and to
      consent to the addition to or the substitution, exchange, release or other
      disposition of, or to deal in any other manner with, any part of any
      property contained in the Credit Security whether or not the property, if
      any, received upon the exercise of such power shall be of a character or
      value the same as or different from the character or value of any property
      disposed of, and to obtain, modify or release any present or future
      guarantees of the Credit Obligations and to proceed against any of the
      Credit Security or such guarantees in any order;

            (d) To collect or liquidate or realize upon any of the Credit
      Obligations or the Credit Security in any manner or to refrain from
      collecting or liquidating or realizing upon any of the Credit Obligations
      or the Credit Security; and


            (e) To extend credit under the Second Amended and Restated Credit
      Agreement, any other Credit Document or otherwise in such amount as the
      Lenders may determine, including increasing the amount of credit and the
      interest rate and fees with respect thereto, even though the condition of
      the Obligors (financial or otherwise, on an individual or Consolidated
      basis) may have deteriorated since the date hereof.

      2.5. Information Regarding the Company, etc. Each Guarantor has made such
investigation as it deems desirable of the risks undertaken by it in entering
into this Agreement and is fully satisfied that it understands all such risks.
Each Guarantor waives any obligation which may now or hereafter exist on the
part of the Agent or the Lenders to inform it of the risks being undertaken by
entering into this Agreement or of any changes in such risks and, from and after
the date hereof, each Guarantor undertakes to keep itself informed of such risks
and any changes therein. Each Guarantor expressly waives any duty which may now
or hereafter exist on the part of the Agent or the Lenders to disclose to such
Guarantor any matter related to the business, operations, character, collateral,
credit, condition


                                      -4-
<PAGE>
(financial or otherwise), income or prospects of the Company and its Affiliates
or their properties or management, whether now or hereafter known by the Agent
or the Lenders. Each Guarantor represents, warrants and agrees that it assumes
sole responsibility for obtaining from the Company all information concerning
the Second Amended and Restated Credit Agreement and all other Credit Documents
and all other information as to the Company and its Affiliates or their
properties or management as such Guarantor deems necessary or desirable.

      2.6. Certain Guarantor Representations. Each Guarantor represents that:

            (a) it is in its best interest and in pursuit of the purposes for
      which it was organized as an integral part of the business conducted and
      proposed to be conducted by the Company and its Subsidiaries, and
      reasonably necessary and convenient in connection with the conduct of the
      business conducted and proposed to be conducted by them, to induce the
      Lenders to enter into the Second Amended and Restated Credit Agreement and
      to extend credit to the Company by making the Guarantee contemplated by
      this Section 2;

            (b) the credit available under the Second Amended and Restated
      Credit Agreement will directly or indirectly inure to its benefit;


            (c) after giving effect to the foregoing considerations, the assets
      and liabilities of the Company and the Guarantors and rights of
      contribution among the Guarantors, including the rights provided in
      Section 2.10:


                  (i) it will not be rendered insolvent as a result of entering
            into this Agreement;

                  (ii) after giving effect to the transactions contemplated by
            this Agreement, it will have assets having a fair saleable value in
            excess of the amount required to pay its probable liability on its
            existing debts as such debts become absolute and matured;

                  (iii) it has, and will have, access to adequate capital for
            the conduct of its business; and

                  (iv) it has the ability to pay its debts from time to time
            incurred in connection therewith as such debts mature;

            (d) it has been advised by the Agent that the Lenders are unwilling
      to enter into the Second Amended and Restated Credit Agreement unless the
      Guarantee contemplated by this Section 2 is given by it; and

            (e) except as otherwise permitted pursuant to the Second Amended and
      Restated Credit Agreement, all of its equity or ownership interests are
      owned, directly or indirectly, by the Company.

      2.7. Subrogation Each Guarantor agrees that, until the Credit Obligations
are paid in full, it will not exercise any right of reimbursement, subrogation,
contribution, offset or other claims against the Company or any other Obligor
arising by contract or operation of law in connection with any payment made or
required to be made by such Guarantor under this Agreement. After the payment in
full of the Credit Obligations, each Guarantor shall be entitled to exercise
against the Company and the other Obligors all such rights of reimbursement,
subrogation, contribution and offset, and all such other claims, to the fullest
extent permitted by law.


                                      -5-
<PAGE>

      2.8. Subordination. Each Guarantor covenants and agrees that all
Indebtedness, claims and liabilities then or thereafter owing by the Company or
any other Obligor to such Guarantor whether arising hereunder or otherwise are
subordinated to the prior payment in full of the Credit Obligations and are so
subordinated as a claim against such Obligor or any of its assets, whether such
claim be in the ordinary course of business or in the event of voluntary or
involuntary liquidation, dissolution, insolvency or bankruptcy, so that no
payment with respect to any such Indebtedness, claim or liability will be made
or received while any Event of Default exists; provided, however, that the
foregoing provisions shall not limit the right of any Guarantor to receive
payments in respect of such Indebtedness, claims or liabilities so long as no
Event of Default exists.

      2.9. Future Subsidiaries; Further Assurances. The Company will from time
to time cause (a) any present Wholly Owned Subsidiary that is not a Guarantor
within 30 days after notice from the Agent or (b) any future Wholly Owned
Subsidiary within 30 days after any such Person becomes a Wholly Owned
Subsidiary, to join this Agreement as a Guarantor pursuant to a joinder
agreement in form and substance satisfactory to the Agent; provided, however,
that in the event such a Wholly Owned Subsidiary is prohibited by any valid law,
statute, rule or regulation from guaranteeing the Credit Obligations, or if such
a guarantee by any Foreign Subsidiary would result in a repatriation of foreign
earnings under the Code (including the "deemed dividend" provisions of Section
956 of the Code), (i) such guarantee will be limited to the extent necessary to
comply with such prohibition or to prevent such repatriation of foreign earnings
or (ii) if such limitation on the guaranteed amount is not sufficient to avoid
such prohibition or repatriation, the Company and its other Subsidiaries will
pledge the stock of such Wholly Owned Subsidiary (or as much of such stock as
may be pledged without resulting in such a repatriation) to the Agent to secure
the Credit Obligations pursuant to a pledge agreement in form and substance
satisfactory to the Agent. Each Guarantor will, promptly upon the request of the
Agent from time to time, execute, acknowledge and deliver, and file and record,
all such instruments, and take all such action, as the Agent deems necessary or
advisable to carry out the intent and purpose of this Section 2.

      2.10. Contribution Among Guarantors. The Guarantors agree that, as among
themselves in their capacity as guarantors of the Credit Obligations, the
ultimate responsibility for repayment of the Credit Obligations, in the event
that the Company fails to pay when due its Credit Obligations, shall be
equitably apportioned, to the extent consistent with the Credit Documents, among
the respective Guarantors (a) in the proportion that each, in its capacity as a
guarantor, has benefited from the extensions of credit to the Company by the
Lenders under the Second Amended and Restated Credit Agreement, or (b) if such
equitable apportionment cannot reasonably be determined or agreed upon among the
affected Guarantors, in proportion to their respective net worths determined on
or about the date hereof (or such later date as such Guarantor becomes party
hereto). In the event that any Guarantor, in its capacity as a guarantor, pays
an amount with respect to the Credit Obligations in excess of its proportionate
share as set forth in this Section 2.10, each other Guarantor shall, to the
extent consistent with the Credit Documents, make a contribution payment to such
Guarantor in an amount such that the aggregate amount paid by each Guarantor
reflects its proportionate share of the Credit Obligations. In the event of any
default by any Guarantor under this Section 2.10, each other Guarantor will
bear, to the extent consistent with the Credit Documents, its proportionate
share of the defaulting Guarantor's obligation under this Section 2.10. This
Section 2.10 is intended to set forth only the rights and obligations of the
Guarantors among themselves and shall not in any way affect the obligations of
any Guarantor to the Lenders under the Credit Documents (which obligations shall
at all times constitute the joint and several obligations of all the
Guarantors).

3.    Security.

      3.1. Credit Security. As security for the payment and performance of the
Credit Obligations, each Obligor party hereto mortgages, pledges and
collaterally grants and assigns to the Agent for the benefit of the Lenders and
the holders from time to time of any Credit Obligation, and creates a security
interest in favor of the Agent for the benefit of the Lenders and such holders
in, all of such Obligor's right, title and interest in and to (but none of its
obligations or liabilities with respect to) the items and types of

                                      -6-
<PAGE>
present and future property described in Sections 3.1.1 through 3.1.16 (subject,
however, to Section 3.1.17), whether now owned or hereafter acquired, all of
which shall be included in the term "Credit Security":

            3.1.1. Tangible Personal Property. All goods, machinery, equipment,
      inventory and all other tangible personal property of any nature
      whatsoever, wherever located, including raw materials, work in process,
      finished parts and products, supplies, spare parts, replacement parts,
      merchandise for resale, computers, tapes, disks and computer equipment.

            3.1.2. Rights to Payment of Money. All rights to receive the payment
      of money, including accounts and receivables, rights to receive the
      payment of money under contracts, franchises, licenses, permits,
      subscriptions, healthcare insurance receivables or other agreements
      (whether or not earned by performance), and rights to receive payments
      from any other source (all rights, other than Financing Debt, being
      referred to herein as "Accounts").

            3.1.3. Intangibles. All of the following (to the extent not included
      in Section 3.1.2): (a) contracts, franchises, licenses, permits,
      subscriptions and other agreements and all rights thereunder; (b) rights
      granted by others which permit such Obligor to sell or market items of
      personal property; (c) United States and foreign common law and statutory
      copyrights and rights in literary property and rights and licenses
      thereunder; (d) trade names, United States and foreign trademarks, service
      marks, internet domain names, registrations of any of the foregoing and
      related good will; (e) United States and foreign patents and patent
      applications; (f) computer software, designs, models, know-how, trade
      secrets, rights in proprietary information, formulas, customer lists,
      backlog, orders, subscriptions, royalties, catalogues, sales material,
      documents, good will, inventions and processes; (g) judgments, causes in
      action and claims, whether or not inchoate, and (h) all other general
      intangibles (including payment intangibles and software) and intangible
      property and all rights thereunder.

            3.1.4. Pledged Stock. (a) All shares of capital stock or other
      evidence of beneficial interest in any corporation, business trust or
      limited liability company, C(b) all limited partnership interests in any
      limited partnership, (c) all general partnership interests in any general
      or limited partnership, (d) all joint venture interests in any joint
      venture and (e) all options, warrants and similar rights to acquire such
      capital stock or such interests. All such capital stock, interests,
      options, warrants and other rights are collectively referred to as the
      "Pledged Stock".

            3.1.5. Pledged Rights. All rights to receive profits or surplus of,
      or other Distributions (including income, return of capital and
      liquidating distributions) from, any partnership, joint venture or limited
      liability company, including any distributions by any such Person to
      partners, joint venturers or members. All such rights are collectively
      referred to as the "Pledged Rights".

            3.1.6. Pledged Indebtedness. All Financing Debt from time to time
      owing to such Obligor from any Person (all such Financing Debt being
      referred to as the "Pledged Indebtedness").

            3.1.7. Chattel Paper, Instruments, etc. All chattel paper (whether
      tangible or electronic), non-negotiable instruments, negotiable
      instruments, promissory notes documents and securities and all other
      investment property.

            3.1.8. Leases. All leases of personal property, whether such Obligor
      is the lessor or the lessee thereunder.



                                      -7-
<PAGE>
            3.1.9. Deposit Accounts. All general or special deposit accounts,
      including any demand, time, savings, passbook or similar account
      maintained by such Obligor with any bank, trust company, savings and loan
      association, credit union or similar organization, and all money, cash and
      cash equivalents of such Obligor, whether or not deposited in any such
      deposit account (and also including any residual interest of any Obligor
      in the funds from time to time held on deposit in the accounts established
      for the benefit of Dennis Carlton and/or Daniel Fischel pursuant to the
      Lexecon Employment Agreements).

            3.1.10. Collateral. All collateral granted by third parties to, or
      held by, such Obligor with respect to the Accounts, Pledged Securities,
      chattel paper, instruments, leases and other items of Credit Security.

            3.1.11. Books and Records. All books and records, including books of
      account and ledgers of every kind and nature, all electronically recorded
      data (including all computer programs, disks, tapes, electronic data
      processing media and software used in connection with maintaining such
      Obligor's books and records), all files, correspondence and all containers
      for the foregoing.

            3.1.12. Insurance. All insurance policies which insure against any
      loss or damage to any other Credit Security or which are otherwise owned
      by such Obligor.

            3.1.13. Commercial Tort Claims. All commercial tort claims.

            3.1.14. Letters of Credit. All letters of credit (whether or not the
      letter of credit is evidenced by a writing), banker's acceptances and
      similar instruments and including all letter-of-credit rights and any and
      all products and proceeds of the foregoing. 3.1.15. All Other Property.
      All other property, assets and items of value of every kind and nature,
      tangible or intangible, absolute or contingent, legal or equitable.

            3.1.16. Proceeds and Products. All proceeds, including insurance
      proceeds, and products of the items of Credit Security described or
      referred to in Sections 3.1.1 through 3.1.15 and, to the extent not
      included in the foregoing, all Distributions with respect to the Pledged
      Securities.

            3.1.17. Excluded Property. Notwithstanding Sections 3.1.1 through
      3.1.16 and 3.2.1, the payment and performance of the Credit Obligations
      shall not be secured by, and the definitions of "Accounts", "Credit
      Security", "Pledged Indebtedness", "Pledged Rights" and "Pledged Stock",
      as applicable, shall not include:

            (a) any contract, license, permit, lease or franchise that validly
      prohibits the creation by such Obligor of a security interest in such
      contract, license, permit, lease or franchise (or in any rights or
      property obtained by such Obligor under such contract, license, permit,
      lease or franchise); provided, however, that the provisions of this
      Section 3.1.17 shall not prohibit the security interests created by this
      Agreement from extending to the proceeds of such contract, license,
      permit, lease or franchise (or such rights or property) or to the monetary
      value of the good will and other general intangibles of the Obligors
      relating thereto;

            (b) any rights or property to the extent that any valid and
      enforceable law or regulation applicable to such rights or property
      prohibits the creation of a security interest therein; provided, however,
      that the provisions of this Section 3.1.17 shall not prohibit the security
      interests created by this Agreement from extending to the proceeds of such
      rights or property or

                                      -8-
<PAGE>
      to the monetary value of the good will and other general intangibles of
      the Obligors relating thereto;

            (c) any lease of real or personal property to the extent that the
      creation of a security interest or lien would result in a breach or
      default by such Obligor under such lease or any other matter requiring the
      consent of the other party to such lease;

            (d) more than 66 % of the outstanding voting stock or other voting
      equity in any Foreign Subsidiary to the extent that the pledge of voting
      stock or other voting equity above such amount would result in a
      repatriation of foreign earnings under the Code (including the "deemed
      dividend" provisions of Section 956 of the Code); or

            (e) the items described in Section 3.2 (but only in the event and to
      the extent the Agent has not specified that such items be included in the
      Credit Security pursuant thereto).

      In addition, in the event any Obligor disposes of assets to third parties
in a transaction permitted by Section 10.12 of the Second Amended and Restated
Credit Agreement, such assets, but not the proceeds or products thereof, shall
be released from the Lien on the Credit Security created hereunder.

      3.2. Additional Credit Security. As additional Credit Security, each
Obligor covenants that it will mortgage, pledge and collaterally grant and
assign to the Agent for the benefit of the Lenders and the holders from time to
time of any Credit Obligation, and will create a security interest in favor of
the Agent for the benefit of the Lenders and such holders in, all of its right,
title and interest in and to (but none of its obligations with respect to) such
of the following present or future items as the Agent may from time to time
specify by notice to such Obligor, whether now owned or hereafter acquired, and
the proceeds and products thereof, except to the extent consisting of rights or
property of the types referred to in Section 3.1.17(a) through (c), subject only
to Liens permitted by Section 3.3.3, all of which shall thereupon be included in
the term "Credit Security":

            3.2.1. Real Property. All real property and immovable property and
      fixtures, leasehold interests and easements wherever located, together
      with all estates and interests of such Obligor therein, including lands,
      buildings, stores, manufacturing facilities and other structures erected
      on such property, fixed plant, fixed equipment and all permits, rights,
      licenses, benefits and other interests of any kind or nature whatsoever in
      respect of such real and immovable property.

            3.2.2. Motor Vehicles and Aircraft. All motor vehicles and aircraft.

      3.3. Certain Covenants with Respect to Credit Security. Each Obligor
covenants that:

            3.3.1. Pledged Stock. All shares of capital stock, limited
      partnership interests, membership interests and similar securities
      included in the Pledged Stock shall be at all times duly authorized,
      validly issued, fully paid and (in the case of capital stock and limited
      partnership interests) nonassessable. Each Obligor will deliver to the
      Agent certificates representing the Pledged Stock, registered, if the
      Agent so requests, in the name of the Agent or its nominee or accompanied
      by a stock transfer power executed in blank and, if the Agent so requests,
      with the signature guaranteed, all in form and manner reasonably
      satisfactory to the Agent. Pledged Stock that is not evidenced by a
      certificate will be registered in the name of the Agent or its nominee on
      the issuer's records or an appropriate control statement with respect
      thereto shall be provided to the Agent, all in form and substance
      reasonably satisfactory to the Agent. The Agent may at any time after the
      occurrence and during the continuance of an Event of Default transfer into
      its name or the name of its nominee any Pledged Stock. In the event the
      Pledged Stock includes any Margin Stock, the Obligors will furnish to the
      Lenders Federal Reserve Form U-1

                                      -9-
<PAGE>
      and take such other action as the Agent may reasonably request to ensure
      compliance with applicable laws.



            3.3.2. Accounts and Pledged Indebtedness. Each Obligor will,
      immediately upon the receipt thereof, deliver to the Agent any promissory
      note or similar instrument, but not in any event including normal invoices
      in the ordinary course of business, representing any Account or Pledged
      Indebtedness, after having endorsed such promissory note or instrument in
      blank.

            3.3.3. No Liens or Restrictions on Transfer or Change of Control.
      All Credit Security shall be free and clear of any Liens and restrictions
      on the transfer thereof, including contractual provisions which prohibit
      the assignment of rights under contracts, except for Liens permitted by
      Section 10.8 of the Second Amended and Restated Credit Agreement or by
      this Section 3.3.3. Without limiting the generality of the foregoing, each
      Obligor will in good faith attempt to exclude from agreements,
      instruments, deeds or leases to which it becomes a party after the date
      hereof provisions that would prevent such Obligor from creating a security
      interest in such agreement, instrument, deed or lease or any rights or
      property acquired thereunder as contemplated hereby. None of the Pledged
      Stock shall be subject to any option to purchase or similar rights of any
      Person. Except with the written consent of the Agent, which consent will
      not be unreasonably withheld, each Obligor will in good faith attempt to
      exclude from any agreement, instrument, deed or lease provisions that
      would restrict the change of control or ownership of the Company or any of
      its Subsidiaries, or the creation of a security interest in the ownership
      of the Company or any of its Subsidiaries.

            3.3.4. Location of Credit Security. Each Obligor shall at all times
      keep its records concerning the Accounts at its chief executive office and
      principal place of business, which office and place of business shall be
      as set forth in Exhibit 11.1 to the Second Amended and Restated Credit
      Agreement (as from time to time supplemented in accordance with Sections
      10.4.1 and 10.4.2 of the Second Amended and Restated Credit Agreement) or,
      so long as such Obligor shall have taken all steps reasonably necessary to
      perfect the Lenders' security interest in the Credit Security with respect
      to such new address, at such other address as such Obligor may specify by
      notice actually received by the Agent not less than 10 Banking Days prior
      to such change of address. No Obligor shall at any time keep tangible
      personal property of the type referred to in Section 3.1.1 in any
      jurisdiction other than the jurisdictions specified in such Exhibit 11.1
      (as so supplemented) or, so long as such Obligor shall have taken all
      steps reasonably necessary to perfect the Lenders' security interest in
      the Credit Security with respect to such other jurisdiction, other
      jurisdictions as such Obligor may specify by notice actually received by
      the Agent not less than 10 days prior to moving such tangible personal
      property into such other jurisdiction.

            3.3.5. Trade Names. No Obligor will adopt or do business under any
      name other than its name or names designated in Exhibit 11.1 to the Second
      Amended and Restated Credit Agreement (as from time to time supplemented
      in accordance with Sections 10.4.1 and 10.4.2 of the Second Amended and
      Restated Credit Agreement) or any other name specified by notice actually
      received by the Agent not less than 10 Banking Days prior to the conduct
      of business under such additional name. Since its inception, no Obligor
      has changed its name or adopted or conducted business under any trade name
      other than a name specified in such Exhibit 11.1 (as so supplemented).

            3.3.6. Insurance. Each insurance policy included in, or insuring
      against loss or damage to, the Credit Security shall name the Agent as
      additional insured party or as loss payee. No such insurance policy shall
      be cancelable or subject to termination or reduction in amount or scope of
      coverage until after at least 30 days' prior written notice from the
      insurer to the Agent. At least 10 days prior to the expiration of any such
      insurance policy for any reason, each Obligor shall furnish the Agent with
      a renewal or replacement policy and evidence of payment of the

                                      -10-
<PAGE>
      premiums therefor when due. Each Obligor grants to the Agent full power
      and authority as its attorney-in-fact, effective upon notice to such
      Obligor after the occurrence and during the continuance of an Event of
      Default, to obtain, cancel, transfer, adjust and settle any such insurance
      policy and to endorse any drafts thereon. Any amounts that the Agent
      receives under any such policy (including return of unearned premiums)
      insuring against loss or damage to the Credit Security when no Event of
      Default has occurred and is continuing shall be delivered to the Obligors
      for the replacement, restoration and maintenance of the Credit Security.
      Any such amounts that the Agent receives after the occurrence and during
      the continuance of an Event of Default shall, at the Agent's option, be
      applied to payment of the Credit Obligations or to the replacement,
      restoration and maintenance of the Credit Security. If any Obligor fails
      to provide insurance as required by this Agreement, the Agent may, at its
      option, purchase such insurance, and such Obligor will on demand pay to
      the Agent the amount of any payments made by the Agent or the Lenders for
      such purpose, together with interest on the amounts so disbursed from five
      Banking Days after the date demanded until payment in full thereof at the
      Overdue Reimbursement Rate.

            3.3.7. Intellectual Property. Exhibit 11.3 to the Second Amended and
      Restated Credit Agreement (as supplemented from time to time in accordance
      with Sections 10.4.1 and 10.4.2 of the Second Amended and Restated Credit
      Agreement) shall set forth the following items as of the dates reports are
      required under such sections (collectively, the "Intellectual Property"):

            (a) all copyrights owned by the Obligors that are registered with
      the United States Copyright Office (or any office maintaining registration
      of copyrights in any foreign jurisdiction) and all applications for such
      registration and

            (b) all trademarks, tradenames, service marks, service names and
      patents owned by the Obligors that are registered with the United States
      Patent and Trademark Office (or any office maintaining registration of
      such items in any state of the United States of America or any foreign
      jurisdiction) and all applications for such registration.

The Obligors shall duly authorize, execute and deliver to the Agent separate
memoranda of security interests provided by the Agent with respect to the
foregoing Intellectual Property (other than Intellectual Property excluded from
the Credit Security pursuant to Section 3.2) for filing in the offices described
above. In the event any additional Intellectual Property is registered (or
applications therefor are filed) in the offices described above, the Obligors
shall (at least quarterly, as contemplated by Sections 10.4.1 and 10.4.2 of the
Second Amended and Restated Credit Agreement) notify the Agent and duly
authorize, execute and deliver to the Agent separate memoranda of security
interests covering such additional Intellectual Property for filing in such
offices.

            3.3.8. Deposit Accounts. Each Obligor shall keep all its bank and
      deposit accounts only with the Agent, other Lenders or the financial
      institutions listed on Exhibit 11.3 to the Second Amended and Restated
      Credit Agreement (as from time to time supplemented in accordance with
      Sections 10.4.1 and 10.4.2 of the Second Amended and Restated Credit
      Agreement) or such other financial institutions specified by notice
      actually received by the Agent not less than 10 Banking Days prior to the
      establishment of such bank or deposit account with such other financial
      institution. Each Obligor shall use reasonable efforts to cause such
      financial institutions (other than the Lenders and the Agent) to enter
      into depository agreements with the Agent in form and substance reasonably
      satisfactory to the Agent, in the case of existing deposit accounts, by
      March 31, 2003 and in the case of future deposit accounts, within 30 days
      after such deposit account is established.

            3.3.9. Modifications to Credit Security. Except with the prior
      written consent of the Agent, which consent will not be unreasonably
      withheld, no Obligor shall amend or modify, or waive any of its rights
      under or with respect to, any material Accounts, general intangibles,

                                      -11-
<PAGE>
      Pledged Securities or leases if the effect of such amendment, modification
      or waiver would be to materially reduce the amount of any such items or to
      materially extend the time of payment thereof, to waive any default by any
      other party thereto, or to waive or impair any material remedies of the
      Obligors or the Lenders under or with respect to any such Accounts,
      general intangibles, Pledged Securities or leases, in each case other than
      consistent with past practice in the ordinary course of business and on an
      arm's-length basis. Each Obligor will promptly give the Agent written
      notice of any request by any Person for any material credit or adjustment
      with respect to any such Account, general intangible, Pledged Securities
      or leases.

            3.3.10. Delivery of Documents. Upon the Agent's request, each
      Obligor shall deliver to the Agent, promptly upon such Obligor's receipt
      thereof, copies of any agreements, instruments, documents or invoices
      comprising or relating to the Credit Security. Pending such request, such
      Obligor shall keep such items at its chief executive office and principal
      place of business (as specified pursuant to Section 3.3.4).

            3.3.11. Perfection of Credit Security. This Agreement shall create
      in favor of the Agent, for the benefit of the Lenders, a legal, valid and
      enforceable security interest in the Credit Security described herein,
      subject only (in the case of Credit Security other than Pledged Stock) to
      Liens permitted by Section 10.8 of the Second Amended and Restated Credit
      Agreement. In the case of the Pledged Stock, when stock certificates
      representing such Pledged Stock and stock powers related thereto duly
      executed in blank by the relevant Pledgor are delivered to the Agent, and
      in the case of the other Credit Security described in this Agreement, when
      financing statements in appropriate form are filed in the jurisdictions
      specified on Exhibit 11.1 to the Second Amended and Restated Credit
      Agreement or when Intellectual Property filings in appropriate form are
      filed in appropriate offices, as set forth in Section 3.3.7, this
      Agreement shall provide a fully perfected, first priority Lien on, and
      security interest in, all right, title and interest of the Obligors in
      such Credit Security, as security for the Credit Obligations, in each case
      prior and superior in right to any other Person (except, in the case of
      Credit Security other than Pledged Stock, Liens permitted by Section 10.8
      of the Second Amended and Restated Credit Agreement). Upon the Agent's
      reasonable request from time to time, the Obligors will execute and
      deliver, and file and record in the proper filing and recording places,
      all such instruments, including financing statements, collateral
      assignments of copyrights, trademarks and patents, mortgages or deeds of
      trust and notations on certificates of title, and will take all such other
      action, as the Agent deems reasonably necessary for confirming to it the
      Credit Security or to carry out any other purpose of this Agreement or any
      other Credit Document.

            In addition, each Obligor hereby irrevocably and unconditionally
      authorizes the Agent, on behalf of the Lenders, to file at any time and
      from time to time such financing statements with respect to the Credit
      Security naming the Agent as the secured party and each Obligor as debtor,
      and including any other information with respect to any Obligor or
      otherwise required by Part 6 of Article 9 of the UCC, together with
      amendments and continuations with respect thereto, which authorization
      shall apply to all financing statements naming the Agent as secured party
      and each Obligor as debtor filed on, prior to or after the date hereof. In
      no event shall any Obligor file or permit or cause to be filed any
      correction statement, amendment, or termination statement with respect to
      any such financing statement. Each Obligor shall take or cause to be taken
      all action required to cause the attachment, perfection, and first
      priority of, and the ability of the Agent, on behalf of the Lenders, to
      enforce the Lenders' Lien including, without limitation, obtaining control
      agreements with respect to deposit accounts, letter-of-credit rights,
      electronic chattel paper, instruments and investment property.

      3.4. Administration of Credit Security. The Credit Security shall be
administered as follows, and if an Event of Default shall have occurred and be
continuing, Section 3.5 shall also apply.

            3.4.1. Use of Credit Security. Until the Agent provides written
      notice to the contrary, each Obligor may use, commingle and dispose of any
      part of the Credit Security in the ordinary

                                      -12-
<PAGE>
      course of its business, all subject to Section 10.12 of the Second Amended
      and Restated Credit Agreement.

            3.4.2. Accounts. To the extent specified by prior written notice
      from the Agent after the occurrence and during the continuance of an Event
      of Default, all sums collected or received and all property recovered or
      possessed by any Obligor in connection with any Credit Security shall be
      received and held by such Obligor in trust for and on the Lenders' behalf,
      shall be segregated from the assets and funds of such Obligor, and shall
      be delivered to the Agent for the benefit of the Lenders. Without limiting
      the foregoing, upon the Agent's request after the occurrence and during
      the continuance of an Event of Default, each Obligor shall institute
      depository collateral accounts, lock-box receipts and similar credit
      procedures providing for the direct receipt of payment on Accounts at a
      separate address, the segregation of such proceeds for direct payment to
      the Agent and appropriate notices to Account debtors. Upon the Agent's
      request after the occurrence and during the continuance of an Event of
      Default, each Obligor will cause its accounting books and records to be
      marked with such legends and segregated in such manner as the Agent may
      specify.

            3.4.3. Distributions on Pledged Securities.

            (a) Until an Event of Default shall occur and be continuing, the
      respective Obligors shall be entitled, to the extent permitted by the
      Credit Documents, to receive all Distributions on or with respect to the
      Pledged Securities (other than Distributions constituting additional
      Pledged Securities). All Distributions constituting additional Pledged
      Securities will be retained by the Agent (or if received by any Obligor
      shall be held by such Person in trust and shall be immediately delivered
      by such Person to the Agent in the original form received, endorsed in
      blank) and held by the Agent as part of the Credit Security.

            (b) If an Event of Default shall have occurred and be continuing,
      all Distributions on or with respect to the Pledged Securities shall be
      retained by the Agent (or if received by any Obligor shall be held by such
      Person in trust and shall be immediately delivered by it to the Agent in
      the original form received, endorsed in blank) and held by the Agent as
      part of the Credit Security or applied by the Agent to the payment of the
      Credit Obligations in accordance with Section 3.5.6.

            3.4.4. Voting Pledged Securities.

            (a) Until an Event of Default shall occur and be continuing, the
      respective Obligors shall be entitled to vote or consent with respect to
      the Pledged Securities in any manner not inconsistent with the terms of
      any Credit Document, and the Agent will, if so requested, execute
      appropriate revocable proxies therefor.

            (b) If an Event of Default shall have occurred and be continuing, if
      and to the extent that the Agent shall so notify in writing the Obligor
      pledging the Pledged Securities in question, only the Agent shall be
      entitled to vote or consent or take any other action with respect to the
      Pledged Securities (and any Obligor will, if so requested, execute
      appropriate proxies therefor).

      3.5. Right to Realize upon Credit Security. Except to the extent
prohibited by applicable law that cannot be waived, this Section 3.5 shall
govern the Lenders' and the Agent's rights to realize upon the Credit Security
if any Event of Default shall have occurred and be continuing. The provisions of
this Section 3.5 are in addition to any rights and remedies available at law or
in equity and in addition to the provisions of any other Credit Document. In the
case of a conflict between this Section 3.5 and any other Credit Document, this
Section 3.5 shall govern.



                                      -13-
<PAGE>
            3.5.1. Assembly of Credit Security; Receiver. Each Obligor shall,
      upon the Agent's request, assemble the Credit Security and otherwise make
      it available to the Agent. The Agent may have a receiver appointed for all
      or any portion of the Obligors' assets or business which constitutes the
      Credit Security in order to manage, protect, preserve, sell and otherwise
      dispose of all or any portion of the Credit Security in accordance with
      the terms of the Credit Documents, to continue the operations of the
      Obligors and to collect all revenues and profits therefrom to be applied
      to the payment of the Credit Obligations, including the compensation and
      expenses of such receiver.

            3.5.2. General Authority. To the extent specified in written notice
      from the Agent to the Obligor in question, each Obligor grants the Agent
      full and exclusive power and authority, subject to the other terms hereof
      and applicable law, to take any of the following actions (for the sole
      benefit of the Agent on behalf of the Lenders and the holders from time to
      time of any Credit Obligations, but at such Obligor's expense):

            (a) To ask for, demand, take, collect, sue for and receive all
      payments in respect of any Accounts, general intangibles, Pledged
      Securities or leases which such Obligor could otherwise ask for, demand,
      take, collect, sue for and receive for its own use.

            (b) To extend the time of payment of any Accounts, general
      intangibles, Pledged Securities or leases and to make any allowance or
      other adjustment with respect thereto.

            (c) To settle, compromise, prosecute or defend any action or
      proceeding with respect to any Accounts, general intangibles, Pledged
      Securities or leases and to enforce all rights and remedies thereunder
      which such Obligor could otherwise enforce.

            (d) To enforce the payment of any Accounts, general intangibles,
      Pledged Securities or leases, either in the name of such Obligor or in its
      own name, and to endorse the name of such Obligor on all checks, drafts,
      money orders and other instruments tendered to or received in payment of
      any Credit Security.

            (e) To notify the third party payor with respect to any Accounts,
      general intangibles, Pledged Securities or leases of the existence of the
      security interest created hereby and to cause all payments in respect
      thereof thereafter to be made directly to the Agent; provided, however,
      that whether or not the Agent shall have so notified such payor, such
      Obligor will at its expense render all reasonable assistance to the Agent
      in collecting such items and in enforcing claims thereon.

            (f) To sell, transfer, assign or otherwise deal in or with any
      Credit Security or the proceeds thereof, as fully as such Obligor
      otherwise could do.

            3.5.3. Marshaling, etc. Neither the Agent nor the Lenders shall be
      required to make any demand upon, or pursue or exhaust any of their rights
      or remedies against, any Obligor or any other guarantor, pledgor or any
      other Person with respect to the payment of the Credit Obligations or to
      pursue or exhaust any of their rights or remedies with respect to any
      collateral therefor or any direct or indirect guarantee thereof. Neither
      the Agent nor the Lenders shall be required to marshal the Credit Security
      or any guarantee of the Credit Obligations or to resort to the Credit
      Security or any such guarantee in any particular order, and all of its and
      their rights hereunder or under any other Credit Document shall be
      cumulative. To the extent it may lawfully do so, each Obligor absolutely
      and irrevocably waives and relinquishes the benefit and advantage of, and
      covenants not to assert against the Agent or the Lenders, any valuation,
      stay,

                                      -14-
<PAGE>
      appraisement, extension, redemption or similar laws now or hereafter
      existing which, but for this provision, might be applicable to the sale of
      any Credit Security made under the judgment, order or decree of any court,
      or privately under the power of sale conferred by this Agreement, or
      otherwise. Without limiting the generality of the foregoing, each Obligor
      (a) agrees that it will not invoke or utilize any law which might prevent,
      cause a delay in or otherwise impede the enforcement of the rights of the
      Agent or any Lender in the Credit Security and (b) waives its rights under
      all such laws. In addition, each Obligor waives any right to prior notice
      (except to the extent expressly required by this Agreement) or judicial
      hearing in connection with foreclosure on or disposition of any Credit
      Security, including any such right which such Obligor would otherwise have
      under the Constitution of the United States of America, any state or
      territory thereof or any other jurisdiction.

            3.5.4. Sales of Credit Security. All or any part of the Credit
      Security may be sold for cash or other value in any number of lots at
      public or private sale, without demand, advertisement or notice; provided,
      however, that unless the Credit Security to be sold threatens to decline
      speedily in value or is of a type customarily sold on a recognized market,
      the Agent shall give the Obligor granting the security interest in such
      Credit Security 10 days' prior written notice of the time and place of any
      public sale, or the time after which a private sale may be made, which
      notice each of the Obligors and the Agent agrees to be reasonable. At any
      sale or sales of Credit Security, any Lender or any of its respective
      officers acting on its behalf, or such Lender's assigns, may bid for and
      purchase all or any part of the property and rights so sold, may use all
      or any portion of the Credit Obligations owed to such Lender as payment
      for the property or rights so purchased, and upon compliance with the
      terms of such sale may hold and dispose of such property and rights
      without further accountability to the respective Obligors, except for the
      proceeds of such sale or sales pursuant to Section 3.5.6. The Obligors
      acknowledge that any such sale will be made by the Agent on an "as is"
      basis with disclaimers of all warranties, whether express or implied. The
      respective Obligors will execute and deliver or cause to be executed and
      delivered such instruments, documents, assignments, waivers, certificates
      and affidavits, will supply or cause to be supplied such further
      information and will take such further action, as the Agent shall
      reasonably request in connection with any such sale.

            3.5.5. Sale without Registration. If, at any time when the Agent
      shall determine to exercise its rights hereunder to sell all or part of
      the securities included in the Credit Security, the securities in question
      shall not be effectively registered under the Securities Act (or other
      applicable law), the Agent may, in its sole discretion, sell such
      securities by private or other sale not requiring such registration in
      such manner and in such circumstances as the Agent may deem necessary or
      advisable in order that such sale may be effected in accordance with
      applicable securities laws without such registration and the related
      delays, uncertainty and expense. Without limiting the generality of the
      foregoing, in any event the Agent may, in its sole discretion, (a)
      approach and negotiate with a single purchaser or one or more possible
      purchasers to effect such sale, (b) restrict such sale to one or more
      purchasers each of whom will represent and agree that such purchaser is
      purchasing for its own account, for investment and not with a view to the
      distribution or sale of such securities and (c) cause to be placed on
      certificates representing the securities in question a legend to the
      effect that such securities have not been registered under the Securities
      Act (or other applicable law) and may not be disposed of in violation of
      the provisions thereof. Each Obligor agrees that such manner of
      disposition is commercially reasonable, that it will upon the Agent's
      request give any such purchaser access to such information regarding the
      issuer of the securities in question as the Agent may reasonably request
      and that the Agent and the Lenders shall not incur any responsibility for
      selling all or part of the securities included in the Credit Security at
      any private or other sale not requiring such registration, notwithstanding
      the possibility that a substantially higher price might be realized if the
      sale were deferred until after registration under the Securities Act (or
      other applicable law) or until made in compliance with certain other rules
      or exemptions from the registration provisions under the Securities Act
      (or other applicable law). Each Obligor acknowledges that no adequate
      remedy at law exists for breach by it of this Section 3.5.5 and that such
      breach would not be

                                      -15-
<PAGE>
      adequately compensable in damages and therefore agrees that this Section
      3.5.5 may be specifically enforced.

            3.5.6. Application of Proceeds. The proceeds of all sales and
      collections in respect of any Credit Security or other assets of any
      Obligor, all funds collected from the Obligors and any cash contained in
      the Credit Security, the application of which is not otherwise
      specifically provided for herein, shall be applied as follows:

            (a) First, to the payment of the costs and expenses of such sales
      and collections, the reasonable expenses of the Agent and the reasonable
      fees and expenses of its special counsel;


            (b) Second, any surplus then remaining to the payment of the Credit
      Obligations in such order and manner as the Agent may in its reasonable
      discretion determine; provided, however, that any such payment shall be
      distributed to the Lenders in accordance with the Second Amended and
      Restated Credit Agreement and the other Credit Documents; and

            (c) Third, any surplus then remaining shall be paid to the Obligors,
      or as otherwise provided in the UCC.


      3.6. Custody of Credit Security. Except as provided by applicable law that
cannot be waived, the Agent will have no duty as to the custody and protection
of the Credit Security, the collection of any part thereof or of any income
thereon or the preservation or exercise of any rights pertaining thereto,
including rights against prior parties, except for the use of reasonable care in
the custody and physical preservation of any Credit Security in its possession.
The Lenders will not be liable or responsible for any loss or damage to any
Credit Security, or for any diminution in the value thereof, by reason of the
act or omission of any agent selected by the Agent acting in good faith.

4. General. Addresses for notices, consent to jurisdiction, jury trial waiver,
defeasance and numerous other provisions applicable to this Agreement are
contained in the Second Amended and Restated Credit Agreement. The invalidity or
unenforceability of any provision hereof shall not affect the validity or
enforceability of any other provision hereof, and any invalid or unenforceable
provision shall be modified so as to be enforceable to the maximum extent of its
validity or enforceability. The headings in this Agreement are for convenience
of reference only and shall not limit, alter or otherwise affect the meaning
hereof. This Agreement and the other Credit Documents constitute the entire
understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior and current understandings and agreements,
whether written or oral. This Agreement is a Credit Document and may be executed
in any number of counterparts, which together shall constitute one instrument.
This Agreement shall be governed by and construed in accordance with the laws
(other than the conflict of laws rules) of the Commonwealth of Massachusetts,
except as may be required by the UCC of other jurisdictions with respect to
matters involving the perfection of the Agent's Lien on the Credit Security
located in such other jurisdictions.


                                      -16-
<PAGE>
      Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first written above.

                           NEXTERA ENTERPRISES, INC.


                           By: /s/ Michael P. Muldowney
                               -------------------------------------------------
                               Name: Michael P. Muldowney
                               Title: CFO

                           CE ACQUISITION CORP.
                           ERG ACQUISITION CORP.
                           LEXECON INC.
                           NETNEXT, INC.
                           NEXTERA BUSINESS PERFORMANCE
                           SOLUTIONS GROUP, INC.
                           NEXTERA INTERACTIVE, INC.
                           SCANADA, INC.
                           NEXTERA & COMPANY, LLC
                           NEXTERA INTERNATIONAL, LLC

                           By: /s/ Michael P. Muldowney
                               -------------------------------------------------
                               As an authorized officer of each of the
                               foregoing corporations and limited liability
                               companies

                           FLEET NATIONAL BANK,
                           as Agent under the Second Amended and Restated Credit
                           Agreement


                           By: /s/ M. F. O'Neill
                               -------------------------------------------------
                               Name:
                               Title:


                                      -17-