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                                                                    EXHIBIT 10.3

                            NEXTERA ENTERPRISES, INC.

                           SECOND AMENDED AND RESTATED
                             SUBORDINATION AGREEMENT

         This Agreement, dated as of December 31, 2002, is among Nextera
Enterprises, Inc., a Delaware corporation (the "Company"), Knowledge Universe
Capital Co. LLC, a Delaware limited liability company ("KU Capital Co.") and
Knowledge Universe, Inc., a Delaware corporation ("KU, Inc."; and together with
KU Capital Co., "Knowledge Universe"), and Fleet National Bank, as agent (the
"Agent") for itself and the other 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; Certain
Rules of Construction; Definitions. 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,
its Subsidiaries from time to time party thereto, the Agent and certain lenders.
Except as the context otherwise explicitly requires, (a) the capitalized term
"Section" refers to sections of this Agreement, (b) references to a particular
Section shall include all subsections thereof and (c) the word "including" shall
be construed as "including without limitation". Capitalized terms defined in the
Second Amended and Restated Credit Agreement and not otherwise defined herein
are used herein with the meanings so defined therein. Certain other capitalized
terms are used in this Agreement as specifically defined below in this Section 1
or as defined elsewhere in this Agreement:

         "Debentures" means (i) the Debenture dated January 5, 1998, executed by
the Company in favor of Nextera Enterprises Holdings, L.L.C. in the original
principal amount of up to $24,970,000, as amended and restated pursuant to the
Amended and Restated Debenture dated December 31, 1998, and further amended
pursuant to the First Amendment to Amended and Restated Debenture dated April
15, 1999 (as assigned to KU Capital Co.); (ii) the Debenture dated December 15,
2000 executed by the Company in favor of KU Capital Co. in the original
principal amount of $10,000,000; and (iii) the Exchange Debenture dated July 23,
2002, executed by the Company in favor of KU, Inc. in the original principal
amount of $21,292,550.

         "Junior Creditor" means Knowledge Universe and each other Person
becoming a party to this Agreement (or to a subordination agreement in
substantially the form of this Agreement) pursuant to Section 9.1.

         "Reorganization" means any voluntary or involuntary dissolution,
winding-up, liquidation, reorganization by judicial proceedings, bankruptcy,
insolvency, receivership or other statutory or common law proceedings, including
any proceeding under the federal Bankruptcy Code or any similar law of any other
jurisdiction, involving the Company or any guarantor of the Senior Indebtedness
or any of their present or future Domestic Subsidiaries or any of their
respective properties or the readjustment of the respective liabilities of the
Company or any such other Person or any assignment for the benefit of creditors
or any marshaling of the assets or liabilities of the Company or any such other
Person.

         "Senior Indebtedness" means:

                           (a) all Credit Obligations, including:

                           (i) The obligation to pay the Loan;
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                           (ii) Any contingent or matured obligations of the
                  Company to the Agent or to any of the Lenders in respect of
                  Letters of Credit or drafts accepted under Letters of Credit,
                  including any obligation of the Company arising under the
                  Second Amended and Restated Credit Agreement or any other
                  Credit Document to reimburse the Agent or any of the Lenders
                  for payments made under Letters of Credit and to deposit with
                  or to pay to the Agent cash in an amount equal to all or part
                  of the Letter of Credit Exposure;

                           (iii) Obligations to pay interest owing under the
                  Second Amended and Restated Credit Agreement or any other
                  Credit Document, whether such obligations arise before or
                  after the institution of any Reorganization and whether or not
                  such obligations are allowed claims in such Reorganization;

                           (iv) Any contingent or matured obligations of the
                  Company to any Lender or any of its Affiliates with respect to
                  Hedge Agreements; and

                           (v) Obligations to pay commitment fees, Letter of
                  Credit fees, Agent's fees and other fees, charges, indemnities
                  and expenses from time to time owing under the Second Amended
                  and Restated Credit Agreement or any other Credit Document,
                  whether such obligations arise before or after the institution
                  of any Reorganization and whether or not such obligations are
                  allowed claims in such Reorganization; and

                           (b) All renewals, extensions and refinancings of the
                  items described in clause (a) above;

provided, however, that, except with the consent of the Junior Creditor, the
principal amount of loans included in the Senior Indebtedness shall not exceed
$90,000,000.

         "Subordinated Indebtedness" means:

                           (a) The principal of and interest on the Debentures
                  and all other Indebtedness of the Company and its Subsidiaries
                  to the Junior Creditor; and

                           (b) All other obligations of the Company and its
                  Subsidiaries to the Junior Creditor with respect to the items
                  in clause (a), whether now existing or hereafter arising,
                  including intercompany advances and any claim against the
                  Company and its Subsidiaries in respect of rescission,
                  indemnification, expenses, damages or otherwise.

         2. Subordination Covenants. Each of the Company and the Junior Creditor
covenants that, so long as any part of the Senior Indebtedness is outstanding
and until the Lenders' obligations to extend credit under each Credit Document
shall have been terminated, each of them will comply with the following
provisions:

                  2.1. Subordination. To the extent and in the manner provided
         in this Agreement, the payment of any Subordinated Indebtedness is and
         shall be expressly subordinated and junior in right of payment to the
         prior payment in full of all Senior Indebtedness, and the Subordinated
         Indebtedness is subordinated as a claim against the Company, any of its
         Subsidiaries, any guarantor of the Senior Indebtedness or any of their
         respective assets to the prior payment in full of the Senior
         Indebtedness, in each case whether such claim is (a) in the ordinary
         course of business or (b) in the event of any Reorganization.

                  2.2. Restricted Payments. The Company and its Subsidiaries
         will not make, and the Junior Creditor will not accept or receive, any
         payment of any Subordinated Indebtedness, whether in cash, securities
         or other property or by way of conversion, exchange or set-off or


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         otherwise, and no such payment shall become due; provided, however,
         that the Company may make Distributions of PIK Interest on the
         Debentures in accordance with their terms.

                  2.3. Reorganization. In the event of any Reorganization, all
         Senior Indebtedness shall first be paid in full before any payment is
         made on account of any Subordinated Indebtedness. In any proceedings
         seeking to effect a Reorganization any payment or distribution of any
         kind or character, whether in cash or property or securities, which may
         be payable or deliverable in respect of any such Subordinated
         Indebtedness shall be paid or delivered directly to the Agent for
         application to payment of the Senior Indebtedness, unless and until all
         Senior Indebtedness shall have been paid in full.

                  2.4. Specific Powers in Reorganization. In any proceedings
         with respect to any Reorganization, the Junior Creditor irrevocably
         authorizes the Agent:

                           (a) To prove and enforce any claims on the
                  Subordinated Indebtedness owed by the Company and its
                  Subsidiaries to the Junior Creditor either in the name of the
                  Agent or in the name of the Junior Creditor as the
                  attorney-in-fact of the Junior Creditor;

                           (b) To vote claims comprising any such Subordinated
                  Indebtedness and to accept or reject on behalf of the Junior
                  Creditor any plan proposed in connection with any such
                  Reorganization;

                           (c) To accept and execute receipts for any payment or
                  distribution made with respect to any such Subordinated
                  Indebtedness and to apply such payment or distribution to the
                  payment of the Senior Indebtedness; and

                           (d) To take any action and to execute any instruments
                  necessary to effectuate the foregoing, either in the name of
                  the Agent or in the name of the Junior Creditor as the
                  attorney-in-fact of the Junior Creditor.

                  2.5. Payments Held in Trust. If, notwithstanding the
         foregoing, any payment or distribution of the assets of the Company or
         any of its present or future Subsidiaries of any kind or character
         (other than payments permitted by Section 2.2) shall be received, by
         way of set-off or otherwise, by the Junior Creditor before all Senior
         Indebtedness is paid in full and before the Lenders' obligations to
         extend credit under all Credit Documents shall have been terminated,
         such payment or distribution and the amount of any such set-off shall
         be held in trust by the Junior Creditor and promptly paid over to the
         Agent (who shall have the right to convert any such assets into cash)
         for application to the payment of Senior Indebtedness until all such
         Senior Indebtedness shall have been paid in full, after giving effect
         to any concurrent payment or distribution to the holders of Senior
         Indebtedness, and the Lenders' obligations to extend credit under all
         Credit Documents shall have been terminated.

                  2.6. Restrictions on Acceleration. Notwithstanding any
         contrary provision of any Subordinated Indebtedness or of any agreement
         or instrument relating thereto, (a) no Subordinated Indebtedness (other
         than payments permitted by Section 2.2) shall become or be declared to
         be due and payable prior to the date on which the Senior Indebtedness
         becomes or is declared to be due and payable and (b) if any Senior
         Indebtedness shall have become or been declared to be due and payable
         prior to its stated maturity, the Subordinated Indebtedness shall
         become immediately due and payable.

                  2.7. Restrictions on Remedies. The Junior Creditor shall not,
         without the Agent's prior written consent, institute proceedings to
         enforce any Subordinated Indebtedness, notwithstanding any provision to
         the contrary contained in any Subordinated Indebtedness or in any
         agreement or instrument relating thereto. Without limiting the
         generality of the foregoing sentence, the Junior Creditor shall not,
         without the Agent's prior written consent, commence or


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         join with any other creditor of the Company and its Subsidiaries in
         commencing any proceeding against the Company and its Subsidiaries
         seeking to effect a Reorganization.

                  2.8. No Collateral. The Company and its Subsidiaries shall not
         grant, and the Junior Creditor shall not demand, accept or receive, any
         collateral, direct or indirect, for any Subordinated Indebtedness.

                  2.9. No Other Subordination. The Junior Creditor represents
         that the Subordinated Indebtedness is not subordinated to any
         obligations other than the Senior Indebtedness and covenants that it
         will not subordinate the Subordinated Indebtedness to any other
         obligations except with the prior written consent of the Agent.

                  2.10. Payment in Full. For the purposes of this Agreement, no
         Senior Indebtedness shall be deemed to have been paid in full unless
         the holder thereof shall have received cash equal to the amount thereof
         then outstanding; provided, however, that if the Lenders are required
         by reason of a judgment or order of any court or administrative
         authority having competent jurisdiction to repay any amounts or
         property received by the Lenders on account of the Credit Obligations
         and the Lenders repay or return such amounts or property, then the
         subordination provisions of this Agreement shall be reinstated
         retroactively with respect to the amounts so repaid or property so
         returned as if such amounts or property had never been received by the
         Lenders, notwithstanding any termination thereof or the cancellation of
         any instrument or agreement evidencing any of the Credit Obligations.

         3. Effect of Provisions; Subrogation.

                  3.1. Effect of Provisions; Relative Rights. The provisions
         hereof as to subordination are solely for the purpose of defining the
         relative rights of the holders of Senior Indebtedness on one hand and
         the Junior Creditor on the other hand, and such provisions shall not
         impair as between the Company and the Junior Creditor the obligation of
         the Company, which is unconditional and absolute, to pay to the Junior
         Creditor the principal of any Subordinated Indebtedness owed by the
         Company to the Junior Creditor and interest thereon, and all other
         amounts in respect thereof, nor shall any such provisions prevent the
         Junior Creditor from exercising all remedies otherwise permitted by
         applicable law or under the terms of such Subordinated Indebtedness
         upon the occurrence and during the continuance of a default thereunder,
         except to the extent prohibited by this Agreement.

                  3.2. Subrogation. When all Senior Indebtedness then
         outstanding has been paid in full and the Lenders' obligations to
         extend credit under all Credit Documents have been terminated, the
         Junior Creditor shall be subrogated to the rights of the holders of
         Senior Indebtedness to receive payments or distributions of assets of
         the Company or any of its Subsidiaries that would be deemed payable on
         the Senior Indebtedness until the Subordinated Indebtedness shall be
         paid in full. For the purposes of such subrogation, no payments or
         distributions to the holders of Senior Indebtedness of any cash,
         property or securities to which the Junior Creditor would be entitled
         except for the provisions of this Agreement, and no payment over
         pursuant to the provisions of this Agreement to the holders of Senior
         Indebtedness by the Junior Creditor, shall, as between the Company or
         any of its Subsidiaries and their creditors other than the holders of
         Senior Indebtedness, on one hand, and the Junior Creditor, on the other
         hand, be deemed to be a payment by the Company or any of its
         Subsidiaries to or on account of Senior Indebtedness.


         4. Legend, etc. Each of the Company and the Junior Creditor covenants
to cause each instrument or certificate representing or evidencing any of the
Subordinated Indebtedness to have affixed upon it a legend substantially as
follows:

                  "This instrument is subject to the Second Amended and Restated
                  Subordination Agreement dated as of December 31, 2002, as from


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                  time to time in effect, among the maker, the payee and Fleet
                  National Bank, as Agent, which, among other things,
                  subordinates the obligations of the obligor hereunder to the
                  prior payment of certain obligations of the obligor to the
                  holders of Senior Indebtedness as defined therein."

The Company shall cause any financial statement describing or listing or
otherwise reflecting the existence of any Indebtedness included in the
Subordinated Indebtedness to indicate clearly the subordinated character
thereof.

         5. Further Assurances. Each of the Company and the Junior Creditor
covenants to execute and deliver to the Agent such further instruments and to
take such further action as the Agent may at any time or times reasonably
request in order to carry out the provisions and intent of this Agreement.

         6. Representations and Warranties. In order to induce the Lenders to
extend credit under the Second Amended and Restated Credit Agreement, the
Company represents and warrants that:

                  6.1. Organization and Business. The Company is a duly
         organized and validly existing entity, in good standing under the laws
         of the jurisdiction of its organization, with all power and authority
         necessary (a) to enter into and perform this Agreement and each other
         Credit Document to which it is a party and (b) to own its properties
         and carry on the business now conducted or proposed to be conducted by
         it. Certified copies of the Charter and By-laws of the Company have
         been previously delivered to the Agent and are correct and complete.

                  6.2. Authorization and Enforceability. The Company has taken
         all corporate action required to execute, deliver and perform this
         Agreement and each other Credit Document to which it is a party. Each
         of this Agreement and each other Credit Document to which the Company
         is party constitutes the legal, valid and binding obligation of the
         Company, enforceable against the Company in accordance with its terms.

                  6.3. No Legal Obstacle to Agreements. Neither the execution
         and delivery of this Agreement or any other Credit Document, nor the
         consummation of any transaction referred to in or contemplated by this
         Agreement or any other Credit Document, nor the fulfillment of the
         terms hereof or thereof or of any other agreement, instrument, deed or
         lease referred to in this Agreement or any other Credit Document, has
         constituted or resulted, or will constitute or result, in:

                           (a) Any breach or termination of the provisions of
                  any agreement, instrument, deed or lease to which the Company
                  is a party or by which it is bound, or of the Charter or
                  By-laws of the Company; or

                           (b) The violation of any law, statute, judgment,
                  decree or governmental order, rule or regulation applicable to
                  the Company.

         No approval, authorization or other action by, or declaration to or
         filing with, any governmental or administrative authority, or any other
         Person is required to be obtained or made by the Company in connection
         with the execution, delivery and performance of this Agreement or any
         other Credit Document to which it is party or the transactions
         contemplated hereby or thereby.

                  6.4. Litigation. No litigation, at law or in equity, or any
         proceeding before any court, board or other governmental or
         administrative agency or any arbitrator is pending or, to the knowledge
         of the Company, threatened which may involve any material risk of any
         final judgment, order or liability which, after giving effect to any
         applicable insurance, has resulted, or creates a material risk of
         resulting, in any material adverse change in the Company's business,
         assets, financial condition, income or prospects or which seeks to
         enjoin the consummation, or which


                                       5
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         questions the validity, of any of the transactions contemplated by this
         Agreement or any other Credit Document. No judgment, decree or order of
         any court, board or other governmental or administrative agency or any
         arbitrator has been issued against or binds the Company which has
         resulted, or creates a material risk of resulting, in any material
         adverse change in the Company's business, assets, financial condition,
         income or prospects.

         7. Information Regarding the Company. The Junior Creditor expressly
acknowledges and agrees that it 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. The Junior Creditor waives
any obligation which may now or hereafter exist on the part of the Agent or any
holder of any Senior Indebtedness to inform the Junior Creditor of the risks
being undertaken by entering into this Agreement or of any changes in such risks
and the Junior Creditor undertakes to keep itself informed of such risks and any
changes therein. The Junior Creditor expressly waives (except to the extent
prohibited by applicable law which cannot be waived) any duty which may now or
hereafter exist on the part of the Agent or any holder of any Senior
Indebtedness to disclose to the Junior Creditor any matter related to the
business, operations, character, collateral, credit, condition (financial or
otherwise), income or prospects of the Company or its Affiliates, properties or
management, whether now or hereafter known by any Lender. The Junior Creditor
represents, warrants and agrees that it assumes sole responsibility for
obtaining from the Company and its Affiliates 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 Subsidiaries and their
respective Affiliates, properties or management or anything relating to any of
the above as it deems necessary or desirable.

         8. Continuing Agreement; Lender Powers; etc.

                  8.1. Continuing Agreement, etc. This Agreement shall be a
         continuing agreement, shall be irrevocable by the Junior Creditor and
         shall remain in full force and effect until the payment in full of the
         Senior Indebtedness at a time when the Lender's obligations to extend
         credit under all Credit Documents shall have been terminated.

                  8.2. Consent to Second Amended and Restated Credit Agreement.
         The Junior Creditor acknowledges receipt from the Company of a correct
         and complete copy of the Second Amended and Restated Credit Agreement
         as in effect as of the date hereof, and consents to all of the
         provisions of the Second Amended and Restated Credit Agreement as in
         effect as of such date.

                  8.3. Power to Modify Second Amended and Restated Credit
         Agreement, etc. To the extent permitted by applicable law that cannot
         be waived, the Junior Creditor grants the Agent and the Lenders full
         power, in their sole discretion, without notice to or consent by the
         Junior Creditor and without in any way affecting the subordination of
         the Subordinated Indebtedness provided in this Agreement:

                           (a) To waive compliance with any Default under, and
                  to consent to any amendment or change of any terms 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 one or more extensions or renewals 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 Company in respect of the Credit Obligations, whether or
                  not rights against the Company 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, failure to perfect or any
                  other


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                  disposition of, and to deal in any other manner with, any
                  property which may from time to time secure the Credit
                  Obligations 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 extend credit under the Second Amended and
                  Restated Credit Agreement or any other Credit Document, or
                  otherwise, in such amount as the Lenders may determine,
                  whether for a greater or lesser amount than is presently in
                  effect, even though the financial condition of the Company and
                  its Subsidiaries may have deteriorated since the date hereof;
                  and

                           (e) To collect or liquidate or realize 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.

                  8.4. No Impairment by Company, Lenders, etc. No right of the
         Lenders or any present or future holder of any Senior Indebtedness
         shall at any time be prejudiced or impaired by any conduct on the part
         of the Company, including any noncompliance by the Company with the
         terms of this Agreement, or by any conduct, in good faith, by any
         Lender or any such holder, regardless of any knowledge thereof which
         any Lender or any such holder may have or otherwise be charged with.

                  8.5. Specific Performance. The Agent is authorized to demand
         specific performance of this Agreement at any time when the Company or
         the Junior Creditor shall have failed to comply with any provision
         hereof applicable to it, and each of them irrevocably waives any
         defense based on the adequacy of a remedy at law which might be
         asserted as a bar to the remedy of specific performance hereof in
         action brought therefore by the Lenders.

                  8.6. Restriction on Company Authorization. The Agent
         acknowledges that the Company is not authorized, without the consent of
         Knowledge Universe, (a) to increase the maximum principal amount of
         loans outstanding under the Second Amended and Restated Credit
         Agreement to an amount above $90,000,000 or (b) to amend, or agree to
         an amendment of, Section 7.1.4 of the Second Amended and Restated
         Credit Agreement that would reduce amounts permitted to be paid by the
         Company thereunder.

         9. Transfers; Successors and Assigns.

                  9.1. Transfers. The Junior Creditor will not sell, assign,
         transfer or otherwise dispose of any Subordinated Indebtedness except
         to another Person which shall have entered into this Agreement or
         another agreement with the Agent, in a form satisfactory to the Agent,
         providing for subordination of such Subordinated Indebtedness to the
         prior payment of the Credit Obligations on the terms provided in this
         Agreement.

                  9.2. Successors and Assigns. The provisions of this Agreement
         shall inure to the benefit of the Lenders and their successors and
         assigns and shall be binding upon each of the Company and the Junior
         Creditor and their respective successors and assigns. The Company and
         the Junior Creditor may not assign their rights or obligations under
         this Agreement except to the extent provided in Section 9.1

         10. Notices. Any notice or other communication in connection with this
Agreement shall be deemed to be given if given in writing (including telex,
telecopy or similar teletransmission) addressed as provided below (or to the
addressee at such other address as the addressee shall have specified by notice
actually received by the addressor), and if either (a) actually delivered in
fully legible form to such


                                       7
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address (evidence in the case of a telex by receipt of the correct answerback)
or (b) in the case of a letter, five business days shall have elapsed after the
same shall have been deposited in the United States mails, with first-class
postage prepaid and registered or certified.

         If to the Company, to it at 4 Cambridge Center, Cambridge, MA 02142, to
the attention of its chief financial officer.

         If to Knowledge Universe, to it at 844 Moraga Drive, Los Angeles,
California 90049, to the attention of Stanley Maron. If to any other Junior
Creditor, to such Junior Creditor at such address as such Junior Creditor shall
give written notice to the Agent.

         If to the Agent, to it at 100 Federal Street, Boston, Massachusetts
02110, to the attention of the Managed Assets Division.

         11. Venue; Service of Process. Each of the Company, the Junior Creditor
and the Agent:

                           (a) Irrevocably submits to the nonexclusive
                  jurisdiction of the state courts of The Commonwealth of
                  Massachusetts and to the nonexclusive jurisdiction of the
                  United States District Court for the District of Massachusetts
                  for the purpose of any suit, action or other proceeding
                  arising out of or based upon this Agreement or any other
                  Credit Document or the subject matter hereof or thereof;

                           (b) Waives to the extent not prohibited by applicable
                  law, and agrees not to assert, by way of motion, as a defense
                  or otherwise, in any such proceeding brought in any of the
                  above-named courts, any claim that it is not subject
                  personally to the jurisdiction of such court, that its
                  property is exempt or immune from attachment or execution,
                  that such proceeding is brought in an inconvenient forum, that
                  the venue of any such proceeding is improper, or that this
                  Agreement or any other Credit Document, or the subject matter
                  hereof or thereof, may not be enforced in or by such court;
                  and

                           (c) Consents to service of process in any such
                  proceeding in any manner permitted by Chapter 223A of the
                  General Laws of The Commonwealth of Massachusetts and agrees
                  that service of process by registered or certified mail,
                  return receipt requested, at its address specified in or
                  pursuant to Section 10 is reasonably calculated to give actual
                  notice.

         12. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW WHICH CANNOT BE WAIVED, EACH OF THE AGENT, THE COMPANY AND THE JUNIOR
CREDITOR WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF
ANY ISSUE, CLAIM, DEMAND OR ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT,
THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR
THE SUBJECT MATTER HEREOF OR THEREOF OR ANY CREDIT OBLIGATION OR IN ANY WAY
CONNECTED WITH THE DEALINGS OF THE AGENT, THE COMPANY OR THE JUNIOR CREDITOR IN
CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. Each of the Company and
the Junior Creditor acknowledges that it has been informed by the Agent that the
provisions of this Section 12 constitute a material inducement upon which each
of the Lenders has relied, is relying and will rely in entering into the Second
Amended and Restated Credit Agreement and any other Credit Document, and that it
has reviewed the provisions of this Section 12 with its counsel. The Agent, the
Company or the Junior Creditor may file an original counterpart or a copy of
this Section 12


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<PAGE>
with any court as written evidence of the consent of the Agent, the Company and
the Junior Creditor to the waiver to trial by jury.

         13. General. All covenants, agreements, representations and warranties
made in this Agreement or any other Credit Document or in certificates delivered
pursuant hereto or thereto shall be deemed to have been relied on by each
Lender, notwithstanding any investigation made by the Agent on its behalf, and
shall survive the execution and delivery to the Lenders hereof and thereof. 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 enforced 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.

                         [REMAINDER OF PAGE LEFT BLANK]


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<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


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

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


                                        KNOWLEDGE UNIVERSE CAPITAL CO. LLC

                                        By:  /s/ STANLEY E. MARON
                                           ------------------------------------
                                             Name: Stanley E. Maron
                                             Title: Secretary

                                        KNOWLEDGE UNIVERSE, INC.

                                        By:  /s/ STANLEY E. MARON
                                           ------------------------------------
                                             Name: Stanley E. Maron
                                             Title: Secretary