<PAGE>

                                                                    EXHIBIT 10.1

                            NEXTERA ENTERPRISES, INC.

                                 January 9, 2003

Mr. David Schneider
Chairman and Chief Executive Officer
Nextera Enterprises, Inc.
1250 Fourth Street
Santa Monica, CA 90401

Dear David:

      In our conversation the other day, we agreed to proceed as follows with
respect to your Employment Agreement dated October 25, 2000:

      1.    You will resign your positions as Chairman, Director and Chief
            Executive Officer on a date to be designated by the Company between
            now and the end of February.

      2.    You will be paid your base compensation pursuant to your Employment
            Agreement on a monthly basis through the first anniversary of the
            date of your resignation. The monthly payments will be continued on
            the Company payroll system consistent with past practices.

      3.    Your Initial Options, Additional Options, and Special Options as
            defined in the Employment Agreement will become vested and
            exercisable according to the terms of the Employment Agreement and
            Option Agreements referred to therein.

      4.    You will agree to make a reasonable effort to be available as a
            consultant with the Company as requested by the Management Committee
            through August 31, 2003, provided: 1) that this does not interfere
            with your employment arrangements with a new employer or with your
            search for new employment; 2) that consulting fees are paid monthly
            at an hourly rate based on your current annual salary plus expenses;
            and 3) that the requested tasks are in line with those expected of a
            senior executive. Said commitment to consult with the Management
            Committee will not exceed 10 hours per month. If you are requested
            to do additional consulting or other work by the Company, you may be
            compensated pursuant to a separate agreement to be negotiated at
            that time.

<PAGE>

Mr. David Schneider
Chairman and Chief Executive Officer
Nextera Enterprises, Inc.
January 9, 2003
Page 2

      5.    Except as otherwise expressly provided herein, all of your expense
            reimbursements and other benefits will terminate upon the date of
            your resignation. The Company will cooperate with you with respect
            to continuation of medical coverage under COBRA at your expense.

      6.    The press release announcing your resignation will state that you
            have decided to resign to pursue other opportunities and will
            include an expression of gratitude on behalf of the Company for your
            significant contributions to Nextera, including that under your
            leadership the Company successfully completed its transformation and
            returned to profitability. The Company will give you a copy of the
            press release announcing your resignation in a timely manner to
            allow you to comment upon said press release. The Company will use
            its reasonable best efforts in good faith to incorporate any
            reasonable comments you have may have to the press release.

      7.    The above will be in lieu of notification by the Company of early
            termination pursuant to Section 3.5 of the Employment Agreement. All
            other provisions of the Employment Agreement not addressed herein
            (including without limitation Sections 7.1.3, 7.5.1, 11.1.4, and 19
            thereof) and the Non-Compete, Non-Solicitation, Proprietary
            Information, Confidentiality and Inventions Agreements shall remain
            in effect in accordance with the terms of said agreements.

      8.    The Company acknowledges that you are owed a bonus for your 2002
            performance in the minimum amount of $275,000. This minimum amount
            will be paid to you upon your termination date with any remaining
            amounts due to be paid within two weeks of the completion of the
            2002 audit.

      9.    The Company agrees that within ten (10) business days of your
            termination date, you will be paid for all accrued but unused
            vacation days to which you are entitled (not to exceed sixteen (16)
            days) and that within fifteen (15) days after the termination date
            you will be paid for all unreimbursed expenses, pursuant to the
            usual rules and procedures of the Company.

<PAGE>

Mr. David Schneider
Chairman and Chief Executive Officer
Nextera Enterprises, Inc.
January 9, 2003
Page 3


      10.   You agree to return to or purchase from the Company within fifteen
            (15) days of your termination date any computer equipment and other
            assets of the Company that are in your possession.

      Please sign this letter where indicated and return it to me and I will
present this matter to the Board of Directors of the Company for final approval.


                                           Very truly yours,


                                           /s/ Richard V. Sandler
                                           ---------------------------------
                                           Richard V. Sandler,
                                           Member of the Board of Directors
                                           of Nextera Enterprises, Inc.



The above is agreed to:

By: /s/ David Schneider
    ---------------------------------
    David Schneider