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                                                                   EXHIBIT 10.12

                      SECOND AMENDED AND RESTATED TERM NOTE

TN-2                                                   Dated:  December 31, 2002


      FOR VALUE RECEIVED, the undersigned NEXTERA ENTERPRISES, INC., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of Bank of
America, N.A. (the "Lender") or registered assigns, on the Maturity Date, the
aggregate unpaid principal amount of the loans made by the Lender to the
Borrower as part of the Term Loan pursuant to the Second Amended and Restated
Credit Agreement referred to below. The Borrower promises to pay interest from
the date hereof, computed as provided in such Second Amended and Restated Credit
Agreement, on the aggregate principal amount of such loans from time to time
unpaid at the per annum rate applicable to such unpaid principal amount as
provided in such Second Amended and Restated Credit Agreement, except that all
accrued interest shall be paid at the stated or accelerated maturity hereof or
upon the prepayment in full hereof.

      Payments hereunder shall be made to Fleet National Bank, as agent for the
Lender, at 100 Federal Street, Boston, Massachusetts 02110.

      All loans made by the Lender as part of the Term Loan pursuant to the
Second Amended and Restated Credit Agreement referred to below and all
repayments of the principal thereof shall be recorded by the Lender and, prior
to any transfer hereof, appropriate notations to evidence the foregoing
information with respect to each such loan then outstanding shall be endorsed by
the Lender on the schedule attached hereto or on a continuation of such schedule
attached to and made a part hereof; provided, however, that the failure of the
Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrower under this Note, such Second Amended and Restated
Credit Agreement or any other Credit Document.

      This Note evidences borrowings under, and is entitled to the benefits of,
and is subject to the provisions of, the Second Amended and Restated Credit
Agreement dated as of December 31, 2002, as from time to time in effect (the
"Second Amended and Restated Credit Agreement"), among the Borrower, certain of
its Affiliates, the Lender and certain other parties. The principal of this Note
is prepayable in the amounts and under the circumstances set forth in the Second
Amended and Restated Credit Agreement, and may be prepaid in whole or from time
to time in part, all as set forth in the Second Amended and Restated Credit
Agreement. Terms defined in the Second Amended and Restated Credit Agreement are
used herein with the meanings so defined.

      In case an Event of Default shall occur and be continuing, the entire
principal of this Note may become or be declared due and payable in the manner
and with the effect provided in the Second Amended and Restated Credit
Agreement.

      This Note shall be governed by and construed in accordance with the law
(other than the conflict of laws rules) of The Commonwealth of Massachusetts.
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      The Borrower hereby waives presentment, demand, notice, protest and all
other demands and notices in connection with the delivery, acceptance,
performance and enforcement of this Note, except as specifically otherwise
provided in the Second Amended and Restated Credit Agreement, and assents to
extensions of time of payment, forbearance or other indulgence without notice.

      This Note amends and restates in its entirety the Term Note, dated March
29, 2002 (the "Prior Term Note"), made by the Borrower to the order of the
Lender. The Loan evidenced by the Prior Term Note will remain outstanding as of
the date hereof and will constitute a continuing Credit Obligation hereunder and
shall continue to be secured by the Credit Security. The execution and delivery
of this Second Amended and Restated Term Note shall not be deemed to evidence or
result in a novation or repayment and re-borrowing of the Loan evidenced by the
Prior Term Note.

                                   NEXTERA ENTERPRISES, INC.



                                   By:  /s/ Michael P. Muldowney
                                      ------------------------------------------
                                        Name: Michael P. Muldowney
                                        Title: CFO
                                        Date:  December 31, 2002


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