<PAGE>   1
                                                                 EXHIBIT 10.46.2



                            NEXTERA ENTERPRISES, INC.
                               ONE CRANBERRY HILL
                               LEXINGTON, MA 02421


                                                 As of November 14, 2000



Fleet National Bank
100 Federal Street
Boston, MA  02110

Bank of America
6610 Rockledge Drive, 6th Floor
Bethesda, MD  20817

     RE: SECOND AMENDMENT TO CREDIT AGREEMENT

Ladies and Gentlemen:

     Reference is made to the Credit Agreement dated December 30, 1999, as
amended ("Credit Agreement") and all promissory notes, mortgages, guaranties,
agreements, documents and instruments entered into by Nextera Enterprises, Inc.
("Borrower") and any other person or obligor pursuant thereto (collectively, the
"Credit Documents") with or for the benefit of Fleet National Bank (f/k/a
BankBoston, N.A.) and Bank of America, N.A. (Fleet National Bank and Bank of
America together, "Lenders"). Except as otherwise defined herein, capitalized
terms used herein shall have the meanings given them in the Credit Agreement.
This Second Amendment to Credit Agreement is referred to as the "Second
Amendment."

     Borrower has requested, among other things, that the Lenders amend certain
provisions contained in the Credit Agreement and Lenders are willing to do so on
the terms and conditions set forth herein.

     NOW THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of Borrower by Lenders, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

     1. AMENDMENTS TO THE CREDIT AGREEMENT. Subject to satisfaction of the
conditions precedent set forth in Section 16 below, the Credit Agreement is
hereby amended as follows:

          (a) Section 1 of the Credit Agreement is hereby amended to add the
     following definitions in their appropriate alphabetical order:


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Fleet National Bank
Bank of America
As of November 14, 2000
Page 2


          "Second Amendment to Credit Agreement" means the Second Amendment to
          this Agreement dated as of November 14, 2000.

          "Second Amendment to Credit Agreement Effective Date" means the date
          on which all of the conditions precedent contained in Section 3 of the
          Second Amendment to Credit Agreement are satisfied.

          (b) Section 2.3.5 of the Credit Agreement is hereby deleted in its
     entirety and replaced as follows:

          "REIMBURSEMENT OF LETTER OF CREDIT DISBURSEMENT. At such time as a
          Letter of Credit Issuer makes any disbursement on a draft presented or
          accepted under a Letter of Credit ("Letter of Credit Disbursement")
          the Borrower shall pay to such Letter of Credit Issuer in immediately
          available funds the amount of such Letter of Credit Disbursement."

     2. Section 6.5 of the Credit Agreement is hereby amended to add the
following Section 6.5.5 as follows:

          "CUMULATIVE CASH FLOW. Commencing with the week ending November 3,
          2000 and continuing each week thereafter, Borrower shall maintain
          actual cumulative cash flow of not less than 10% of projected
          cumulative cash flow for such period. As used herein, "cumulative cash
          flow" refers to the Borrower's cash collections less cash
          disbursements, as set forth at Borrower's "Cash Forecast 8/21/00 -
          12/31/00 (as of 10/11/00 1 p.m.)" and attached hereto as Schedule
          6.5.5 (the "Projections").

     3. FINANCIAL STATEMENTS AND OTHER DOCUMENTS. In addition to the other
reports required by this Agreement, Borrower shall furnish or cause to be
furnished to Lenders:

          (a) A weekly report, to be provided no later than the third Business
     Day of each week, which sets forth Borrower's actual cash flow activity for
     the prior week and a reconciliation of actual cash activity to projected
     cash activity for such week;

          (b) A weekly report, to be provided no later than the third Business
     Day of each week, setting forth Borrower's updated 13-week rolling cash
     activity projection; and

          (c) No later than each of December 15 and December 29, 2000, an
     updated backlog report.



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Fleet National Bank
Bank of America
As of November 14, 2000
Page 3



     4. CASH COLLATERAL FOR STANDBY LETTERS OF CREDIT. The Borrower shall
deliver cash collateral as security for outstanding Letters of Credit as
follows:

     (a) On or before December 15, 2000, Borrower shall deliver $2,400,000 in
immediately available funds to the Letter of Credit Issuer to secure Borrower's
reimbursement obligations with respect to that certain Letter of Credit issued
for the account of Borrower in favor of ERG, Inc. in the amount of $2,400,000.

     (b) If Riggs & Company and EOP Limited Operating Partnership extend the
maturity dates of their respective Letters of Credit, in the aggregate amount of
$1,460,000, to March 15, 2001, then the Letter of Credit Issuer shall extend
such Letters of Credit accordingly, without requiring cash collateral therefor;
PROVIDED, HOWEVER, that if such extension does not occur on or before December
10, 2000, then on that date the Borrower shall deliver $1,460,000 in immediately
available funds to the Letter of Credit Issuer to secure Borrower's
reimbursement obligations with respect to those Letters of Credit or make other
arrangements with respect to the same satisfactory to the Lenders in their
discretion.

     5. BUSINESS PLAN. On or before November 24, 2000, Borrower shall deliver to
the Lenders a comprehensive strategic and financial plan addressing items
including the measures taken and to be taken to ensure positive earnings and
cash flow during calendar year 2001, the re-capitalization and/or de-leveraging
of Borrower's balance sheet, and restoration of Borrower's business and
financial condition to that generally consistent with banking facilities such as
that provided under the Credit Agreement.

     6. RATIFICATION OF CREDIT DOCUMENTS. Except as modified in this Second
Amendment or in any other instruments or documents executed in connection
herewith, (a) all terms and conditions of the Credit Documents shall remain in
effect in accordance with their original tenor; and (b) nothing contained herein
shall constitute a waiver by the Lenders or of any of the Lenders' rights and
remedies (including, without limitation, any of Lenders' rights or remedies as
to, or any obligations owing to Lenders of, any person who may be liable to
Lenders on account of any of the obligations, whether or not such person is a
party hereto), all of which rights and remedies are expressly reserved and not
waived. Each agreement, covenant, representation and warranty of any obligors
hereunder shall be deemed to be in addition to, and not in substitution for, the
agreements, covenants, representations and warranties previously made by
obligors. In the event that there shall be any inconsistency between any
provisions of this Second Amendment and a provision set forth in any other
Credit Document, the provision most favorable to Lenders and most restrictive as
to Borrower shall govern.

     7. RELEASE OF CLAIMS. Borrower hereby releases, waives and forever
relinquishes all claims, demands, obligations, liabilities and causes of action
of whatever kind or nature, whether known or unknown, which it has, may have, or
might assert now or in the future against Lenders and/or their affiliates,
participants, affiliates, officers, directors, employees, agents, attorneys,
accountants, consultants, successors and assigns, directly or indirectly,
arising out of, based upon,





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Fleet National Bank
Bank of America
As of November 14, 2000
Page 4



or communications with respect to the refinancing, restructuring or collection
of any obligations; or (iii) any thing or matter related to any of the
foregoing. The inclusion of this paragraph in this Second Amendment, and the
execution of this Second Amendment by Lenders, does not constitute an
acknowledgment or admission by Lenders of liability for any matter, or a
precedent upon which liability may be asserted.

     8. LIMITED WAIVERS.

          (a) CONSOLIDATED PRO FORMA DEBT TO CONSOLIDATED PRO FORMA EBITDA.
     Subject to satisfaction of the conditions precedent set forth in Section 16
     below, Lenders hereby waive any Event of Default that occurred under
     Section 6.5.1 of the Credit Agreement as a result of Borrower's failure to
     maintain a ratio of Consolidated Total Debt to Consolidated Pro Forma
     EBITDA not in excess of 300% for the period ending September 30, 2000; Such
     waiver shall not apply to any other provision of the Credit Agreement,
     shall be limited precisely as written and shall only be effective from the
     effective date of the Second Amendment through January 1, 2001 (the
     "Limited Waiver Period"). The Lenders expressly reserve all rights and
     remedies available to them (a) after the end of the Limited Waiver Period,
     and (b) as a result of non-specified Defaults or Events of Defaults.
     Borrower expressly acknowledges and agrees that, upon the expiration of the
     Limited Waiver Period (and absent further waivers by Lender as to the
     foregoing covenant, which further waivers Lenders may grant or deny in
     their absolute discretion), Borrower shall at such time be in default of
     the Credit Agreement as to such covenant and Lenders shall have available
     to them, and be able to exercise, all of the rights and remedies accorded
     under the Credit Agreement including, without limitation, with respect to
     Defaults or Events of Default under Section 6.5.1 of the Credit Agreement.

          (b) CONSOLIDATED PRO FORMA EBITDA MINUS CAPITAL EXPENDITURES TO
     CONSOLIDATED PRO FORMA INTEREST EXPENSE. Subject to satisfaction of the
     conditions precedent set forth in Section 16 below, Lenders hereby waive
     any Event of Default that occurred under Section 6.5.2 of the Credit
     Agreement as a result of Borrower's failure to maintain a Consolidated Pro
     Forma EBITDA minus Capital Expenditures to Consolidated Pro Forma Interest
     Expense ratio equal to or in excess of 3.00 to 1.00 for the period ending
     September 30 Such waiver shall not apply to any other provision of the
     Credit Agreement, shall be limited precisely as written and shall only be
     effective during the Limited Waiver Period. The Lenders expressly reserve
     all rights and remedies available to them (a) after the end of the Limited
     Waiver Period, and (b) as a result of non-specified Defaults or Events of
     Defaults. Borrower expressly acknowledges and agrees that upon the
     expiration of the Limited Waiver Period (and absent further waivers by
     Lender as to the foregoing covenant, which further waivers Lenders may
     grant or deny in their absolute discretion), Borrower shall at such time be
     in default of the Credit Agreement as to such covenant and Lenders shall
     have available to them, and be able to exercise, all of the rights and
     remedies accorded under the Credit Agreement including, without limitation,
     with respect to Defaults or Events of Default under Section 6.5.2 of the
     Credit Agreement.


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Fleet National Bank
Bank of America
As of November 14, 2000
Page 5



     9. LIMITED WAIVER FEE. As additional consideration to enter into this
Second Amendment, Borrower shall pay to the Lenders a fee of $200,000, which
shall be earned immediately and paid in immediately available funds as follows:

          (a) $75,000 on or before November 15, 2000; and

          (b) $125,000 on or before December 29, 2000.

     10. ADDITIONAL EQUITY INVESTMENT. Borrower shall obtain investments in
newly issued equity securities, subordinated debt or other securities of
Borrower (resulting in receipt of cash by Borrower) (the "Required Equity
Investment"), which securities may be subsequently exchanged, converted or
restructured into other newly issued equity securities or other securities of
Borrower (through documentation that is acceptable to the Lenders, which
acceptance shall not be unreasonably withheld) that are subordinated in priority
and payment to the Loans (on terms acceptable to the Lenders, which acceptance
shall not be unreasonably withheld). Such Required Equity Investments shall be
made as follows:

          (a) Knowledge Universe Capital Co. LLC hereby commits to make a
     Required Equity Investment of $10,000,000 of which:

               (i) $2,500,000 shall occur on or before December 15, 2000;

               (ii) $2,500,000 shall occur on or before January 15, 2001; and

               (iii) $5,000,000 shall occur on or before February 15, 2001.

          (b) On or before December 29, 2000, Borrowers shall deliver to the
     Lenders a unconditional, written business plan for issuance of an
     additional $20,000,000 Required Equity Investment, with a target closing
     date that is consistent with the Borrower's cash needs.

The commitment described in this Section 10 and the Required Equity Investment
itself cannot be assigned without the prior written consent of the Lenders,
which consent shall not be unreasonably withheld.

     11. JOINDER OF WHOLLY OWNED SUBSIDIARIES. Pursuant to Section 2.9 of the
Guarantee and Security Agreement ("Guaranty and Security Agreement") dated as of


<PAGE>   6


Fleet National Bank
Bank of America
As of November 14, 2000
Page 6


December 30, 1999 and Section 9.1 of the Subordination Agreement ("Subordination
Agreement") dated as of December 30, 1999, each wholly owned subsidiary,
including each entity listed on Schedule B attached hereto, shall promptly
initiate all corporate or other proceedings and obtain all consents, approvals
and authorizations ("Joinder Prerequisites") that are required to permit each
Wholly Owned Subsidiary to join in and become a party (as fully as if the Wholly
Owned Subsidiary had been an original signatory thereto) to (a) the Credit
Agreement and any amendments thereto as a Borrower, (b) the Guarantee and
Security Agreement as a Guarantor and Obligor thereunder and (c) the
Subordination Agreement as Junior Creditor and Obligor thereunder (the
agreements described in subsections (a), (b) and (c) are collectively referred
to herein as the "Joined Agreements"). Effective as of the date on which all of
the Joinder Prerequisites are satisfied (and in no event later than December 1,
2000), each Wholly Owned Subsidiary shall join in and become a party to the
Joined Agreements; SUBJECT, HOWEVER, to the same conditions, limitations and
qualifications listed in Section 2.9 of the Guaranty and Security Agreement,
except that such conditions, limitations and qualifications shall apply to both
existing and future Wholly Owned Subsidiaries. Each Borrower and each Wholly
Owned Subsidiary shall also immediately pledge and deliver to the Lenders its
stock certificates or other ownership interests as to each other business
enterprise in which it has an interest and any other investment property;
PROVIDED, HOWEVER, that in the event that such a pledge by any Borrower or any
Wholly Owned Subsidiary is prohibited by any valid law, statute, rule or
regulation or if a pledge of the stock of any Foreign Subsidiary would result in
a deemed repatriation of foreign earnings under the Internal Revenue Code of
1986 (including the "deemed dividend" provisions of section 956), such pledge
will be limited to the extent necessary to comply with such prohibition or to
prevent such repatriation of foreign earnings.

     12. ACQUISITIONS AND INDEBTEDNESS. Notwithstanding sections 6.6 and 6.9 of
the Credit Agreement or any other provision in any Credit Document, Borrower
shall not during the Limited Waiver Period (a) incur any Indebtedness of the
type described at the following Sections of the Credit Agreement: 6.6.1, 6.6.2,
6.6.6, 6.6.12 (and shall not, without limitation of the foregoing, request any
Acquisition Loans); or (b) except with respect to any Investments arising from
operation of Borrower's customary cash management systems (i.e., the so-called
"sweep account"), acquire or otherwise enter into or obtain any new Investment
of the type described at Section 6.9 of the Credit Agreement.

     13. CERTAIN OBLIGATIONS. Borrower hereby acknowledges and agrees that it
shall not make any payments, including but not limited to regularly scheduled
payments of principal, interest or other charges, on account of any subordinated
debt, management fees to affiliates, dividends, bonus compensation to officers,
including but not limited to special incentive bonuses, retention or other
programs or charges, and whether or not such programs, bonuses or charges were
previously announced, except for (i) bonus compensation not to exceed $400,000
pursuant to contractual commitments entered into prior to the effective date of
this Second Amendment and (ii) other bonus compensation not to exceed $400,000
(collectively, "Certain Obligations") during the Limited Waiver Period. The
Borrower further acknowledges and agrees that all Certain Obligations shall be
and are expressly subordinated and junior in right of payment and exercise of
remedies as set forth in the Credit Agreement.



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Fleet National Bank
Bank of America
As of November 14, 2000
Page 7



     14. KNOWLEDGE UNIVERSE CAPITAL CO. LLC. The undersigned Knowledge Universe
Capital Co. LLC ("Junior Creditor") hereby acknowledges and agrees that it shall
not take any action or assert any claim with respect to the Subordinated
Indebtedness during the Limited Waiver Period; PROVIDED, HOWEVER that the Junior
Creditor and the Borrower may restructure, exchange or convert Subordinated
Indebtedness into any equity or debt securities of the Borrower that are
subordinated in priority and payment to the Loans. Except as permitted in the
foregoing sentence, the Junior Creditor shall not during the Limited Waiver
Period assert, collect, or enforce the Subordinated Indebtedness or any part
thereof or take any action to foreclose or realize on the Subordinated
Indebtedness, and the Junior Creditor will hold in trust and immediately pay
over to the Lenders in the same form of payment received, with appropriate
endorsements, any payment that the Borrower makes to the Junior Creditor with
respect to the Subordinated Indebtedness.

     15. CAPITAL EXPENDITURES. During the Limited Waiver Period, Borrower shall
not make or incur Capital Expenditures in excess of $3,000,000.

     16. CONDITIONS PRECEDENT. Notwithstanding any other provision of this
Second Amendment or any of the other Credit Documents, and without affecting in
any manner the rights of Lenders under the other sections of this Second
Amendment, this Second Amendment shall not be effective as to the Lenders unless
and until each of the following conditions has been and continues to be
satisfied:

          (a) DOCUMENTATION. The Lenders shall have received, in form and
     substance satisfactory to Lenders and their counsel, a duly executed copy
     of this Second Amendment, together with such additional documents,
     instruments and certificates as the Lenders and their counsel shall require
     in connection therewith, all in form and substance satisfactory to the
     Lenders and their counsel, including without limitation acknowledgement of
     obligations, releases of defenses and claims, waiver of jury trial,
     acknowledgement of default condition pending covenant test and such other
     provisions as deemed appropriate by Lenders' counsel.

          (b) PAYMENT OF EXPENSES. Payment of all accrued but unpaid interest
     and all accrued but unreimbursed expenses, fees and other charges incurred
     by Lenders through the closing date, including, without limitation,
     attorneys' fees and expenses (provided, however, that the Lenders
     acknowledge that they do not intend to incur consultants' fees in excess of
     $125,000 from October 1, 2000 through the end of the Limited Waiver Period,
     but reserve their right to do so in their discretion). Any consultant fees
     shall be supported by the name of the individual providing service, their
     respective billing rate, and the hourly fee by week.

          (c) NO DEFAULT. No Default or Event of Default shall exist except as
     previously disclosed and as consented to herein by the Lenders.

          (d) NO LITIGATION. Except as set forth on SCHEDULE A hereto and
     consented to by the Lenders, there is no litigation, arbitration,
     proceeding or investigation pending, or,


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Fleet National Bank
Bank of America
As of November 14, 2000
Page 8



     to the knowledge of Borrower's officers, threatened against Borrower that,
     if adversely determined would result in a material judgment not fully
     covered by insurance or that would otherwise have a material adverse effect
     on the assets, business or prospects of Borrower.

     17. LEASEHOLD. On or before December 1, 2000, Borrower shall deliver to the
Lenders a fully executed (by all lessee(s) and lessor(s)) a collateral
assignment of lease and landlord's acknowledgement and consent with respect to
Borrower's Boston, Massachusetts facility, in form and substance satisfactory to
the Lenders.

     18. INTELLECTUAL PROPERTY. Borrowers shall, on or before November 20,
deliver to the Lenders an updated schedule of all intellectual property.

     19. REPRESENTATIONS AND WARRANTIES. To induce the Lenders to enter into
this Second Amendment, Borrower warrants, represents and covenants to the
Lenders that:

          (a) ORGANIZATION AND QUALIFICATION. Borrower is a corporation duly
     incorporated, validly existing and in good standing under the laws of the
     jurisdiction of its incorporation. Borrower is duly qualified or is
     authorized to do business and is in good standing as a foreign corporation
     in all states and jurisdictions in which the failure of Borrower to be so
     qualified would have a material adverse effect on the financial condition,
     business or properties of the Borrower.

          (b) CORPORATE POWER AND AUTHORITY. Borrower is duly authorized and
     empowered to enter into, execute, deliver and perform this Second Amendment
     and each of the Credit Documents to which it is a party. The execution,
     delivery and performance of this Second Amendment and each of the other
     Credit Documents have been duly authorized by all necessary corporate
     action and do not and will not (i) require any consent or approval of the
     shareholders of Borrower; (ii) contravene Borrower's charter or by-laws;
     (iii) violate, or cause Borrower to be in default under, any provision of
     any law, rule, regulation, order, writ, judgment, injunction, decree,
     determination or award in effect having applicability to Borrower; (iv)
     result in a breach of or constitute a default under any indenture or loan
     or credit agreement or any other material agreement, lease or instrument to
     which Borrower is a party or by which Borrower's Properties may be bound or
     affected; or (v) result in, or require, the creation or imposition of any
     Lien (other than liens permitted under Section 6.8 of the Credit Agreement)
     upon or with respect to any of the properties now owned or hereafter
     acquired by Borrower.

          (c) LEGALLY ENFORCEABLE AGREEMENT. This Second Amendment and each of
     the other Credit Documents when delivered under this Second Amendment will
     be, a legal, valid and binding obligation of Borrower, enforceable against
     Borrower in accordance with its respective terms, except as such
     enforceability may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or similar laws affecting the enforcement of
     creditors' rights generally.


<PAGE>   9


Fleet National Bank
Bank of America
As of November 14, 2000
Page 9

          (d) NO MATERIAL ADVERSE CHANGE. Since the date of the last financial
     statements provided by the Borrower to the Lenders, there has been no
     Material Adverse Change in the condition, financial or otherwise, of
     Borrower as shown on the consolidated balance sheet as of such date and no
     change in the aggregate value of equipment and real property owned by
     Borrower, except changes in the ordinary course of business, none of which
     individually or in the aggregate would constitute a Material Adverse
     Change.

          (e) CONTINUOUS NATURE OF REPRESENTATIONS AND WARRANTIES. Each
     representation and warranty contained in the Credit Agreement and the other
     Credit Documents remains accurate, complete and not misleading in any
     material respect on the date of this Second Amendment, except for
     representations and warranties that explicitly relate to an earlier date
     and changes in the nature of Borrower's business or operations that would
     render the information in any exhibit attached thereto either inaccurate,
     incomplete or misleading, so long as the Lenders have consented to such
     changes or such changes are permitted by the Credit Agreement.

     20. ACKNOWLEDGEMENT OF OBLIGATIONS. Borrower hereby (1) reaffirms and
ratifies all of the promises, agreements, covenants and obligations to Lenders
under or in respect of the Credit Agreement and other Credit Documents as
amended hereby and (2) acknowledges that it is unconditionally liable for the
punctual and full payment of all obligations, including, without limitation, all
charges, fees, expenses and costs (including reasonable attorneys' fees and
expenses) under the Credit Documents, as amended hereby, and that it has no
defenses, counterclaims or setoffs with respect to full, complete and timely
payment and performance of all obligations.

     21. CONFIRMATION OF LIENS. Borrower acknowledges, confirms and agrees that
the Credit Documents, as amended hereby, are effective to grant to Lenders duly
perfected, valid and enforceable first priority security interests and liens in
the collateral described therein and that the locations for such Collateral
specified in the Credit Documents have not changed. Borrower further
acknowledges and agrees that all obligations of Borrower are and shall be
secured by all such collateral.

     22. MISCELLANEOUS. Except as set forth herein, the undersigned confirms and
agrees that the Credit Documents remain in full force and effect without
amendment or modification of any kind. The execution and delivery of this Second
Amendment by Lenders shall not, except as specifically stated herein, be
construed as a waiver by the Lenders of any Default or Event of Default under
the Credit Documents. This Second Amendment, together with the Credit Agreement
and other Credit Documents, constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior dealings,
correspondence, conversations or communications between the parties with respect
to the subject matter hereof. This Second Amendment and the transactions
hereunder shall be deemed to be consummated in the Commonwealth of Massachusetts
and shall be governed by and interpreted in accordance with the laws of that
state. This Second Amendment and the agreements, instruments and documents
entered into pursuant hereto or in connection herewith shall be "Credit
Documents" under and as defined in the Credit Agreement.


<PAGE>   10

Fleet National Bank
Bank of America
As of November 14, 2000
Page 10



                Executed under seal on the date set forth above.

ATTEST:                                 NEXTERA ENTERPRISES, INC.



                                        By: /s/ Michael P. Muldowney
------------------------------             -----------------------------------
                                            Name: Michael P. Muldowney
                                            Title: Chief Financial Officer




<PAGE>   11

Fleet National Bank
Bank of America
As of November 14, 2000
Page 11



Accepted in Boston, Massachusetts on November 14, 2000


FLEET NATIONAL BANK, as Lender

By: /s/ Michael F. O'Neill
   -----------------------------------------
   Name: Michael F. O'Neill
   Title: Senior Vice President



BANK OF AMERICA, as Lender

By: /s/ Michael R. Heredia
   -----------------------------------------
   Name: Michael R. Heredia
   Title: Managing Director
<PAGE>   12


Fleet National Bank
Bank of America
As of November 14, 2000
Page 12



Accepted and Acknowledged by:


SIBSON AP LLC


By: /s/ Vincent Perro
    ---------------------------------
    Name: Vincent Perro
    Title: President
<PAGE>   13


Fleet National Bank
Bank of America
As of November 14, 2000
Page 13




Accepted as to Sections 10, 13 and 14 hereof in Boston, Massachusetts on
November 14, 2000


KNOWLEDGE UNIVERSE CAPITAL CO. LLC,
 AS JUNIOR CREDITOR


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





<PAGE>   14


Fleet National Bank
Bank of America
As of November 14, 2000
Page 15



                                   SCHEDULE A
                                  (Litigation)

     Two former employees of the Borrower whose employment with the Borrower
was recently terminated have informed the Borrower of their belief that they
are entitled to consideration from the Borrower with respect to claims they
have made in connection with their employment. No formal legal actions have
been filed to date to the Borrower's knowledge.
<PAGE>   15

Fleet National Bank
Bank of America
As of November 14, 2000
Page 16




                                   SCHEDULE B
                 (Wholly Owned Subsidiaries Subject To Joinder)

                                  SIBSON AP LLC






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