Exhibit 10.3.1**EMPLOYMENT AGREEMENT**     This AGREEMENT (the “Agreement”) is made effective as of April 1, 2006 (the “Effective Date”),by and between Nextera Enterprises, Inc., a Delaware corporation (the “Company”), and Michael P.Muldowney (the “Executive”). In consideration of the mutual covenants contained in thisAgreement, the Company and the Executive agree as follows:     1. Employment. Commencing on the Effective Date, the Company agrees to employ theExecutive and the Executive agrees to be employed by the Company on the terms and conditions setforth in this Agreement.     2. Capacity. During the Term (as hereinafter defined), the Executive shall serve theCompany as its Chief Operating Officer and Chief Financial Officer. In such capacities, theExecutive shall perform such services and duties in connection with the business, affairs andoperations of the Company consistent with such status as may be assigned or delegated to theExecutive from time to time by or under the direction and supervision of the Board of Directors orthe officers of the Company as designated by the Board of Directors.     3. Term. Subject to the provisions of Section 6, the term of employment under thisAgreement (the “Term”) shall be for twelve 12 months from the Effective Date (the “Initial Term”)and shall automatically renew for periods of one (1) year commencing at the expiration of theInitial Term (the “End Date”) and on each subsequent anniversary of the End Date thereafter, unlesseither the Executive or the Company, acting through its Board of Directors (the “Board”), giveswritten notice to the other not less than thirty (30) days prior to the End Date or anniversarythereof, as applicable, of such party’s election not to extend the Term.     4. Compensation and Benefits. The regular compensation and benefits payable to theExecutive under this Agreement shall be as follows: (a) Salary. During the Term, for all services rendered bythe Executive under this Agreement, the Company shall pay or cause to be paidto the Executive a base salary (the “Salary”) at an annual rate of ThreeHundred Ten Thousand Dollars ($) ($310,000) commencing on the Effective Date  (b) Bonus. The Executive will be eligible for adiscretionary bonus targeted to be 50% of Salary upon achievement of goals setby the Board of Directors.  (c) Vacation. The Executive’s vacation entitlement shallbe in accordance with the Company’s vacation policy in existence from time totime.  (d) Taxation of Payments and Benefits. The Company shallundertake to make deductions, withholdings and tax reports with respect topayments and Benefits under this Agreement to the extent that it reasonably andin good faith believes that it is required to make such deductions,withholdings and tax reports. Payments under this Agreement shall be inamounts net of any such deductions or withholdings. Nothing in this
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   Agreement shall be construed to require the Company to make any payments tocompensate the Executive for any adverse tax effect associated with anypayments or benefits or for any deduction or withholding from any payment orbenefit.     (e) Exclusivity of Salary and Benefits. Except for a car allowance which Executive ispresently receiving and shall continue to receive during the term hereof, the Executive shall notbe entitled to any payments or benefits other than those provided under this Agreement (other thancustomary business expense reimbursements submitted and approved in accordance with Companypolicy).     5. Extent of Service. During the Executive’s employment under this Agreement, theExecutive shall, subject to the direction and supervision of the Board, devote substantially all ofthe Executive’s business time, and use the Executive’s best efforts and business judgment, skilland knowledge to the advancement of the Company’s interests and to the discharge of the Executive’sduties and responsibilities under this Agreement. The Executive shall not engage in any otherbusiness activity; provided that nothing in this Agreement shall be construed as preventing theExecutive from:     (a) investing the Executive’s assets in any company or other entity in a manner not prohibitedby the Non-Compete, Non-Solicitation, Proprietary Information, Confidentiality and InventionsAgreement (the “Non-Compete Agreement”) referred to in Section 7(a) and in such form or manner asshall not require any material activities on the Executive’s part in connection with the operationsor affairs of the companies or other entities in which such investments are made; or     (b) engaging in religious, charitable or other community or non-profit activities that do notmaterially impair the Executive’s ability to fulfill the Executive’s duties and responsibilitiesunder this Agreement.     6. Termination and Termination Benefits. Notwithstanding the provisions of Section 3,the Executive’s employment under this Agreement shall terminate under the following circumstancesset forth in this Section 6.     (a) Termination by the Company for Cause. The Executive’s employment under thisAgreement may be terminated for Cause without further liability on the part of the Companyeffective immediately upon a vote of the Board and written notice to the Executive. Only thefollowing shall constitute “Cause” for such termination:     (i) material dishonest statements or acts of the Executive with respect to theCompany or any affiliate of the Company;     (ii) commission by the Executive of, or entry by the Executive of a guilty orno contest plea to, (x) a felony or (y) any misdemeanor involving moral turpitude,deceit, dishonesty or fraud; or     (iii) A willful violation by Executive of a federal or state law, rule orregulation applicable to the business of the Company of a type and kind that is
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     materially adverse to the Company; or     (iv) willful and material breach of this Agreement or the Non-Compete Agreementby the Executive, consistent unsatisfactory performance, gross negligence, habitualneglect of duties, willful misconduct or willful failure or refusal of the Executiveto comply with explicit directions of the Board, which directions are consistentwith Section 2 of this Agreement, in each instance after fifteen (15) days writtennotice and an opportunity to cure.In making any determination under this Section 6(a), the Board shall act fairly and in good faithand shall give the Executive an opportunity to appear and be heard at a meeting of the Board or thecompensation committee of the Board, which meeting may be held telephonically at the request ofeither the Company or the Executive, and present evidence on the Executive’s behalf.     (b) Termination by the Executive. The Executive’s employment under this Agreement maybe terminated by the Executive by written notice to the Company at least sixty (60) days prior tosuch termination.     (c) Termination by the Company Without Cause or by the Executive with Good Reason.Subject to the payment of Termination Benefits pursuant to Section 6(d), the Executive’s employmentunder this Agreement may be terminated by the Company without Cause upon written notice to theExecutive by a vote of the Board or by the Executive with Good Reason upon written notice to theBoard. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s writtenconsent, the occurrence of any of the following circumstances:     (i) the assignment to the Executive of any duties substantially inconsistentwith and inferior to the position of Chief Operating Officer and Chief FinancialOfficer of the Company or a significant adverse alteration in the nature or statusof the Executive’s responsibilities or the conditions of the Executive’s employmenthereunder;     (ii) the Company’s reduction of the Executive’s Salary as in effect on theEffective Date or as the same may be increased from time to time except foracross-the-board salary reductions similarly affecting all management personnel ofthe Company;     (iii) except with respect to an across-the-board benefit plan reduction orelimination similarly affecting all management personnel of the Company, theCompany’s failure to continue in effect any material compensation or benefit plan inwhich the Executive participates, unless an equitable arrangement (embodied in anongoing substitute or alternative plan) has been made with respect to such plan, orthe Company’s failure to continue the Executive’s participation therein (or in suchsubstitute or alternative plan) on a basis not materially less favorable, both interms of the amount of benefits provided and the level of the Executive’sparticipation relative to other participants; or
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     (iv) the Company-required relocation of the Executive’s residence; provided;however, Executive acknowledges that he may be required to spend a substantialamount of time traveling on Company business. The Company shall pay for all ofExecutive’s reasonable travel and living expenses associated with such travel fromthe Boston metropolitan area;     (v) the Company’s failure to pay to the Executive any portion of theExecutive’s current compensation or to pay to the Executive any portion of aninstallment or deferred compensation under any deferred compensation program of theCompany within seven (7) days of the date such compensation is due;     (vi) except with respect to an across-the-board benefit plan reduction orelimination similarly affecting all management personnel of the Company, theCompany’s failure to continue to provide the Executive with benefits substantiallysimilar to those currently enjoyed by the Executive under any of the Company’s lifeinsurance, medical, health and accident, or disability plans in which the Executiveparticipates, the taking of any action by the Company which would directly orindirectly materially reduce any of such benefits, or the failure by the Company toprovide the Executive with the number of paid vacation days to which the Executiveis entitled on the basis of years of service with the Company in accordance with theCompany’s normal vacation policy; or     (vii) in the event the Company engages in a merger or other businesscombination or a sale of all or substantially all of its assets, the failure of anysuccessor to the Company to expressly assume the obligations of the Company underthis Agreement.     (d) Certain Termination Benefits. Unless otherwise specifically provided in thisAgreement or otherwise required by law, all compensation and benefits payable to the Executiveunder this Agreement shall terminate on the date of termination of the Executive’s employment underthis Agreement. Notwithstanding the foregoing, in the event of termination of the Executive’semployment with the Company pursuant to Section 6(c) or the Company’s failure to renew thisAgreement as contemplated by Section 6(g), subject to the Executive’s continuing compliance withhis obligations under the Non-Compete Agreement (other than those under the Section entitled“Non-Compete/Exclusivity”), the Company shall provide to the Executive the following terminationbenefits (“Termination Benefits”):     (i) continuation of the Executive’s Salary at the rate then in effect pursuantto Section 4(a);     (ii) a bonus for the year in which the terminationoccurs pro rata for the period of service in such year, based uponfifty percent (50%) of the bonus amount, if any, paid to the Executivepursuant to Section 4(b) for the year preceding the year in which thetermination of employment occurs;     (iii) continuation of all Benefits to the extentauthorized by and consistent with 29 U.S.C. §1161 et seq. (commonlyknown as
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“COBRA”), with the cost of the regular premium for such Benefitsshared in the same relative proportion by the Company and theExecutive as in effect on the date of termination;     (iv) the Termination Benefits set forth in (i),(ii), and (iii) above shall continue effective until the later of (x)the expiration of the Initial Term or (y) six (6) months from the dateof the termination of the Executive’s employment, and will include suchpayments for accrued vacation pay and any similar items required bylaw. In the event Executive agrees to make himself available toconsult with the Company during said six month period, Executive shallnot be deemed to be terminated until the end of said six month period,whether or not the Company actually consults with Executive during saidperiod. Notwithstanding the foregoing, nothing in this Section 6(d)shall be construed to affect the Executive’s right to receive COBRAcontinuation entirely at the Executive’s own cost to the extent thatthe Executive may continue to be entitled to COBRA continuation afterthe Executive’s right to cost sharing under Section 6(d)(iii) ceases;     (v) (A) Any options exercisable for Class A Common Stock granted to theExecutive prior to the Effective date which are not vested at the time of saidtermination shall be deemed to have vested to the full extent of such remainingunvested options; and (B) any options exercisable for Class A Common Stock grantedto the Executive on or after the Effective Date which are not vested at the time ofsaid termination shall be deemed to have vested to the full extent of such remainingunvested portion; provided, that in the event said termination of the Executive’semployment with the Company is pursuant to Section 6(c)(iv) as a result of Executiveelecting not to move to California, after being requested to do so by the Company,none of said options that are not then vested shall vest other than as provided inthe applicable Option Agreement.     (vi) Executive will be released from the restrictions and covenants containedwithin the section entitled “Non-Compete/Exclusivity” under the Non-CompeteAgreement executed by Executive, and upon termination of the payment of theTermination Benefits set forth in (i), (ii), and (iii) above, Executive will bereleased from the restrictions and covenants contained within the section entitled“Non-Solicitation” under the Non-Compete Agreement executed by Executive; provided,however, that at Executive’s option upon prior written notice to the Company,Executive shall be released from the restrictions and covenants contained within thesection entitled “Non-Solicitation” under the Non-Compete Agreement executed byExecutive, and the Company shall have no further liability or obligation for thepayment of any remaining Termination Benefits under Sections 6(d)(i), 6(d)(ii) and6(d)(iii) from and after the date of such notice, which Termination Benefitsshall be forfeited by Executive; and     (vii) In addition to the foregoing, in the event of the termination of theExecutive’s employment with the Company for any reason, the Executive shall be
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entitled to payment of any accrued and unpaid Benefits for which the Executivemay otherwise be vested or entitled in accordance with the terms of the applicableplans governing such Benefits and to payment for reimbursable expenses underapplicable Company policy within thirty (30) days of termination.     (e) Disability. At the election of the Company, this Agreement shall terminate onsuch date as may be selected by the Company after the Executive shall have failed to render andperform the services required of him under this Agreement during any period of 90 days within any120 day period during the Term because of physical or mental disability. In the event of suchtermination, the Company shall have no further obligation for the payment of compensation orbenefits hereunder, except (i) for compensation accrued and unpaid through the termination date and(ii) the payment of any disability insurance to which the Executive may be entitled. If thereshould be any dispute between the parties as to the Executive’s physical or mental incapacity ordisability pursuant to this Section 6(e), such question shall be settled by the opinion of anapproved medical doctor. For this purpose an approved medical doctor shall mean a medical doctorselected by the Company and the Executive. If the parties cannot agree on a medical doctor, eachparty shall select a medical doctor and the two doctors shall select a third who shall be theapproved medical doctor for this purpose. The opinion of such medical doctor as to the matter indispute shall be final and binding on the parties.     (f) Death. In the event of termination as a result of the Executive’s death, theCompany shall have no further obligation to the Executive’s representatives and heirs hereunder.     (g) Failure to Renew Agreement. In the event the Company elects not to extend theterm of this Agreement as permitted by Section 3 and the Executive’s employment is terminated, theExecutive shall be entitled to the Termination Benefits described in Section 6(d).In theevent that the Executive elects not to extend the Term of this Agreement as provided in Section 3and the Executive’s employment is terminated, the Executive shall be entitled to the terminationbenefits described in Section 6(d)(vii).     7. Non-Compete, Non-Solicitation, Proprietary Information, Confidentiality and InventionsAgreements.     (a) The Executive agrees to sign the Non-Compete, Non-Solicitation, Proprietary Information,Confidentiality and Inventions Agreement, the form of which is attached hereto as Exhibit “A” and,except as set forth in Section 6(d)(vi), to comply with such Agreement during the Term.     (b) Litigation and Regulatory Cooperation. During the Executive’s employment, theExecutive shall cooperate fully with the Company in the defense or prosecution of any claims oractions now in existence or which may be brought in the future against or on behalf of the Companywhich relate to events or occurrences that transpired while the Executive was employed by theCompany; provided, however, that the Executive shall be permitted to give testimony and appear as awitness in any proceeding in which such testimony or appearance is required by law. TheExecutive’s full cooperation in connection with such claims or actions shall include, but not belimited to, being available to meet with counsel to prepare for discovery or trial and to act as awitness on behalf of the Company at mutually convenient times. During the Executive’s employment,the Executive also shall cooperate fully with the Company in
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connection with any investigation or review of any federal, state or local regulatoryauthority as any such investigation or review relates to events or occurrences that transpiredwhile the Executive was employed by the Company. The Executive also agrees to provide reasonablecooperation to the Company on matters of the type described in this Section 7(b) after terminationof the Executive’s employment. The Company shall reimburse the Executive for any reasonableout-of-pocket expenses incurred in connection with the Executive’s performance of obligationspursuant to this Section 7(b).     (c) Remedies. The Executive agrees that it would be difficult to measure any damagescaused to the Company which might result from any breach by the Executive of the promises set forthin this Section 7, and that in any event money damages would be an inadequate remedy for any suchbreach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach,any portion of this Section 7, the Company shall be entitled, in addition to all other remediesthat it may have, to an injunction or other appropriate equitable relief to restrain any suchbreach without showing or proving any actual damage to the Company.     8. General.     (a) Arbitration of Disputes. Any controversy or claim arising out of or relating tothis Agreement or the breach thereof or otherwise arising out of the Executive’s employment or thetermination of that employment (including, without limitation, any claims of unlawful employmentdiscrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, besettled by arbitration in any forum and form agreed upon by the parties or, in the absence of suchan agreement, under the auspices of the American Arbitration Association (“AAA”) in Boston,Massachusetts, the Employment Dispute Resolution Rules of the AAA, including, but not limited to,the rules and procedures applicable to the selection of arbitrators, except that the arbitratorshall apply the law as established by decisions of the U.S. Supreme Court and the federal and statecourts sitting in Massachusetts in deciding the merits of claims and defenses under federal law orany state or federal anti-discrimination law, and any awards to the Executive for violation of anyanti-discrimination law shall not exceed the maximum award to which the Executive could be entitledunder the applicable (or most analogous) anti-discrimination or civil rights laws. In the eventthat any person or entity other than the Executive or the Company may be a party with regard to anysuch controversy or claim, such controversy or claim shall be submitted to arbitration subject tosuch other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may beentered in any court having jurisdiction thereof. The arbitrator shall have the authority to grantthe prevailing party reasonable costs and expenses, including reasonable attorney’s fees and thecosts of the arbitration. This Section 8(a) shall be specifically enforceable. Notwithstandingthe foregoing, this Section 8(a) shall not preclude either party from pursuing a court action forthe sole purpose of obtaining a temporary restraining order or a preliminary injunction incircumstances in which such relief is appropriate; provided that any other relief shall be pursuedthrough an arbitration proceeding pursuant to this Section 8(a).     (b) Integration. This Agreement constitutes the entire agreement between the partieswith respect to the subject matter hereof and supersedes all prior understandings and agreementsbetween the parties, whether oral or written, with respect to any related subject matter.
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     (c) Assignment: Successors and Assigns, etc. Neither the Company nor the Executivemay make any assignment of this Agreement or any interest herein, by operation of law or otherwise,without the prior written consent of the other party; provided that the Company may assign itsrights under this Agreement without the consent of the Executive in the event that the Companyshall effect a reorganization, consolidate with or merge into any other corporation, partnership,organization or other entity, or transfer all or substantially all of its properties or assets toany other corporation, partnership, organization or other entity; provided such successor is thefunctional equivalent of the Company. This Agreement shall inure to the benefit of and be bindingupon the Company and the Executive, their respective successors, executors, administrators, heirsand permitted assigns.     (d) Enforceability. If any portion or provision of this Agreement (including, withoutlimitation, any portion or provision of any section of this Agreement) shall to any extent bedeclared illegal or unenforceable by a court of competent jurisdiction, then that court shall havethe power to alter such provision to make it enforceable to the fullest extent permitted by law.The remainder of this Agreement, or the application of such portion or provision in circumstancesother than those as to which it is so declared illegal or unenforceable, shall not be affectedthereby, and each portion and provision of this Agreement shall be valid and enforceable to thefullest extent permitted by law.     (e) Waiver. No waiver of any provision hereof shall be effective unless made inwriting and signed by the waiving party. The failure of any party to require the performance ofany term or obligation of this Agreement, or the waiver by any party of any breach of thisAgreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed awaiver of any subsequent breach.     (f) Notices. Any notices, requests, demands and other communications provided for bythis Agreement shall be sufficient if in writing and delivered in person or sent by a nationallyrecognized overnight courier service or by registered or certified mail, postage prepaid, returnreceipt requested, to the Executive at the last address the Executive has filed in writing with theCompany or, in the case of the Company, at its main offices, attention of the Chief ExecutiveOfficer, and shall be effective on the date of delivery in person or by courier or three (3) daysafter the date mailed.     (g) Amendment. This Agreement may be amended or modified only by a written instrumentsigned by the Executive and by a duly authorized representative of the Company.     (h) Counterparts. This Agreement may be executed in any number of counterparts, eachof which when so executed and delivered shall be taken to be an original; but such counterpartsshall together constitute one and the same document.     9. Consent to Jurisdiction.     (a) Governing Law. This contract shall be construed under and be governed in allrespects by the laws of the State of Massachusetts without giving effect to the conflict of lawsprinciples of such state.
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     (b) Consent to Jurisdiction. To the extent that any court action is permittedconsistent with or to enforce Section 8(a) of this Agreement, the parties hereby consent to thejurisdiction of the state and federal courts in Boston, Massachusetts. Accordingly, with respectto any such court action, each of the Executive and the Company (a) submits to the personaljurisdiction of such courts; (b) consents to service of process; and (c) waives any otherrequirement (whether imposed by statute, rule of court, or otherwise) with respect to personaljurisdiction or service of process.     11. Termination of Prior Employment Agreements. All prior employment agreementsbetween the Executive and the Company or any of its subsidiaries or affiliates, including, but notlimited to, the Employment Agreement dated April 15, 1997 by and between the Executive and NexteraEnterprises, LLC, and all amendments and renewals thereof, are superseded by this Agreement and areterminated and are null and void, except that the Executive shall be entitled to any accrued andunpaid salary, bonus or benefits under his prior employment agreement through the Effective Date.     INTENDING TO BE LEGALLY BOUND by this Agreement and IN WITNESS THEREOF, the undersignedparties have executed this Agreement as of this 15th of May, 2006.      NEXTERA ENTERPRISES, INC.