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                                                                   EXHIBIT 10.26

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                            NEXTERA ENTERPRISES, INC.

                              AMENDED AND RESTATED

                        GUARANTEE AND SECURITY AGREEMENT

                           DATED AS OF MARCH 29, 2002

                               FLEET NATIONAL BANK

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                                TABLE OF CONTENTS


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1.   Reference to Amended and Restated Credit Agreement; Definitions; Certain Rules of
        Construction........................................................................     1



2.   Guarantee..............................................................................     2


        2.1.   Guarantee of Credit Obligations..............................................     2
        2.2.   Continuing Obligation........................................................     2
        2.3.   Waivers with Respect to Credit Obligations...................................     3
        2.4.   Lenders' Power to Waive, etc.................................................     4
        2.5.   Information Regarding the Company, etc.......................................     4
        2.6.   Certain Guarantor Representations............................................     4
        2.7.   Subrogation..................................................................     5
        2.8.   Subordination................................................................     5
        2.9.   Future Subsidiaries; Further Assurances......................................     6
        2.10.  Contribution Among Guarantors................................................     6


3.   Security...............................................................................     6


        3.1.   Credit Security..............................................................     6
        3.2.   Additional Credit Security...................................................     9
        3.3.   Certain Covenants with Respect to Credit Security............................     9
        3.4.   Administration of Credit Security............................................    12
        3.5.   Right to Realize upon Credit Security........................................    13
        3.6.   Custody of Credit Security...................................................    15


4.   General................................................................................    16
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<PAGE>
                            NEXTERA ENTERPRISES, INC.

              AMENDED AND RESTATED GUARANTEE AND SECURITY AGREEMENT

        This Agreement, dated as of March 29, 2002, is among Nextera
Enterprises, Inc., a Delaware corporation (the "Company"), the Subsidiaries of
the Company from time to time party hereto and Fleet National Bank, as
administrative agent (the "Agent") for the Lenders under the Amended and
Restated Credit Agreement (as defined below). The parties agree as follows:

1.      REFERENCE TO AMENDED AND RESTATED CREDIT AGREEMENT; DEFINITIONS; CERTAIN
RULES OF CONSTRUCTION. Reference is made to the Amended and Restated Credit
Agreement dated as of the date hereof, as from time to time in effect (the
"Amended and Restated Credit Agreement"), among the Company, the Subsidiaries of
the Company from time to time party thereto, the Lenders and the Agent.
Capitalized terms defined in the Amended and Restated Credit Agreement and not
otherwise defined herein are used herein with the meanings so defined (as such
definitions may be modified or supplemented herein). Certain other capitalized
terms are used in this Agreement as specifically defined below in this Section
1. Except as the context otherwise explicitly requires, (a) the capitalized term
"Section" refers to sections of this Agreement, (b) the capitalized term
"Exhibit" refers to exhibits to this Agreement, (c) references to a particular
Section shall include all subsections thereof, (d) the word "including" shall be
construed as "including without limitation", (e) terms defined in the UCC and
not otherwise defined herein have the meaning provided under the UCC, (f)
references to a particular statute or regulation include all rules and
regulations thereunder and any successor statute, regulation or rules, in each
case as from time to time in effect and (g) references to a particular Person
include such Person's successors and assigns to the extent not prohibited by
this Agreement and the other Credit Documents. References to "the date hereof"
mean the date first set forth above.

        "Accounts" is defined in Section 3.1.2.

        "Agreement" means this Guarantee and Security Agreement as from time to
time in effect.

        "Guarantor" means each of the Company's Subsidiaries party to, or which
subsequently becomes party to, this Agreement as a Guarantor.

        "Intellectual Property" is defined in Section 3.3.7.

        "Obligors" means the Company and the Guarantors from time to time.

        "Pledged Indebtedness" is defined in Section 3.1.6.

        "Pledged Rights" is defined in Section 3.1.5.

        "Pledged Securities" means the Pledged Stock, the Pledged Rights and the
Pledged Indebtedness, collectively.

        "Pledged Stock" is defined in Section 3.1.4.

        "UCC" means the Uniform Commercial Code as in effect in Massachusetts on
the date hereof; provided, however, that with respect to the perfection of the
Agent's Lien on the Credit Security and the effect of nonperfection thereof, the
term "UCC" means the Uniform Commercial Code as in effect in any jurisdiction
the laws of which are made applicable by Section 9-103 of the Uniform Commercial
Code as in effect in Massachusetts.


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2.      GUARANTEE.

        2.1 Guarantee of Credit Obligations. Each Guarantor unconditionally
guarantees that the Credit Obligations will be performed and paid in full in
cash when due and payable, whether at the stated or accelerated maturity thereof
or otherwise, this guarantee being a guarantee of payment and not of
collectability and being absolute and in no way conditional or contingent. In
the event any part of the Credit Obligations shall not have been so paid in full
when due and payable, each Guarantor will, immediately upon notice by the Agent
or, without notice, immediately upon the occurrence of a Bankruptcy Default, pay
or cause to be paid to the Agent for the account of each Lender in accordance
with the Lender's respective Percentage Interests therein the amount of such
Credit Obligations which are then due and payable and unpaid. The obligations of
each Guarantor hereunder shall not be affected by the invalidity,
unenforceability or irrecoverability of any of the Credit Obligations as against
the Company, any other Obligor, any other guarantor thereof or any other Person.
For purposes hereof, the Credit Obligations shall be due and payable when and as
the same shall be due and payable under the terms of the Amended and Restated
Credit Agreement or any other Credit Document notwithstanding the fact that the
collection or enforcement thereof may be stayed or enjoined under the Bankruptcy
Code or other applicable law. If, notwithstanding any other provision of this
Agreement, including the obligations incurred by it under this Agreement and the
rights granted to it by Section 2.10, enforcement of the obligations of any
Guarantor under this Agreement for the full amount of the Credit Obligations to
which such Guarantor is liable would constitute an unlawful transfer under any
applicable fraudulent conveyance or fraudulent transfer law or any comparable
law, then the obligations of such Guarantor hereunder shall be reduced to the
highest amount for which such obligations may then be enforced without resulting
in an unlawful transfer under any such law.

        2.2 Continuing Obligation. Each Guarantor acknowledges that the Lenders
have entered into the Amended and Restated Credit Agreement (and, to the extent
that the Lenders or the Agent may enter into any future Credit Document, will
have entered into such agreement) in reliance on this Section 2 being a
continuing irrevocable agreement, and such Guarantor agrees that its guarantee
may not be revoked in whole or in part. The obligations of the Guarantors
hereunder shall terminate when the commitment of the Lenders to extend credit
under the Amended and Restated Credit Agreement shall have terminated and all of
the Credit Obligations have been indefeasibly paid in full in cash and
discharged; provided, however, that:

               (a) if a claim is made upon the Lenders at any time for repayment
        or recovery of any amounts or any property received by the Lenders from
        any source on account of any of the Credit Obligations and the Lenders
        repay or return any amounts or property so received (including interest
        thereon to the extent required to be paid by the Lenders) or

               (b) if the Lenders become liable for any part of such claim by
        reason of (i) any judgment or order of any court or administrative
        authority having competent jurisdiction, or (ii) any settlement or
        compromise of any such claim (provided that, except after the occurrence
        and during the continuance of an Event of Default, the Company shall
        have consented to such settlement or compromise, such consent not to be
        unreasonably withheld),

then the Guarantors shall remain liable under this Agreement for the amounts so
repaid or property so returned or the amounts for which the Lenders become
liable (such amounts being deemed part of the Credit Obligations) to the same
extent as if such amounts or property had never been received by the Lenders,
notwithstanding any termination hereof or the cancellation of any instrument or
agreement evidencing any of the Credit Obligations. Not later than five days
after receipt of notice from the Agent, the Guarantors shall pay to the Agent an
amount equal to the amount of such repayment or return for which the Lenders
have so become liable. Payments hereunder by a Guarantor may be required by the
Agent on any number of occasions.


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        2.3 Waivers with Respect to Credit Obligations. Except to the extent
expressly required by the Amended and Restated Credit Agreement or any other
Credit Document, each Guarantor waives, to the fullest extent permitted by the
provisions of applicable law, all of the following (including all defenses,
counterclaims and other rights of any nature based upon any of the following):

               (a) presentment, demand for payment and protest of nonpayment of
        any of the Credit Obligations, and notice of protest, dishonor or
        nonperformance;

               (b) notice of acceptance of this guarantee and notice that credit
        has been extended in reliance on such Guarantor's guarantee of the
        Credit Obligations;

               (c) notice of any Default or of any inability to enforce
        performance of the obligations of the Company or any other Person with
        respect to any Credit Document or notice of any acceleration of maturity
        of any Credit Obligations;

               (d) demand for performance or observance of, and any enforcement
        of any provision of the Amended and Restated Credit Agreement, the
        Credit Obligations or any other Credit Document or any pursuit or
        exhaustion of rights or remedies with respect to any Credit Security or
        against the Company or any other Person in respect of the Credit
        Obligations or any requirement of diligence or promptness on the part of
        the Agent or the Lenders in connection with any of the foregoing;

               (e) any act or omission on the part of the Agent or the Lenders
        which may impair or prejudice the rights of such Guarantor, including
        rights to obtain subrogation, exoneration, contribution, indemnification
        or any other reimbursement from the Company or any other Person, or
        otherwise operate as a deemed release or discharge;

               (f) failure or delay to perfect or continue the perfection of any
        security interest in any Credit Security or any other action which harms
        or impairs the value of, or any failure to preserve or protect the value
        of, any Credit Security;

               (g) any statute of limitations or any statute or rule of law
        which provides that the obligation of a surety must be neither larger in
        amount nor in other respects more burdensome than the obligation of the
        principal;

               (h) any "single action" or "anti-deficiency" law which would
        otherwise prevent the Lenders from bringing any action, including any
        claim for a deficiency, against such Guarantor before or after the
        Agent's or the Lenders' commencement or completion of any foreclosure
        action, whether judicially, by exercise of power of sale or otherwise,
        or any other law which would otherwise require any election of remedies
        by the Agent or the Lenders; and

               (i) all demands and notices of every kind with respect to the
        foregoing.

Each Guarantor represents that it has obtained the advice of counsel as to the
extent to which suretyship and other defenses may be available to it with
respect to its obligations hereunder in the absence of the waivers contained in
this Section 2.3.

        No delay or omission on the part of the Agent or the Lenders in
exercising any right under any Credit Document or under any other guarantee of
the Credit Obligations or with respect to the Credit Security shall operate as a
waiver or relinquishment of such right. No action which the Agent or the Lenders
or the Company or any other Obligor may take or refrain from taking with respect
to the Credit Obligations shall affect the provisions of this Agreement or the
obligations of each Guarantor hereunder. None of the Lenders' or the Agent's
rights shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or any other Obligor, or by any
noncompliance by the Company or any other Obligor with any Credit Document,
regardless of any knowledge thereof which the Agent or the Lenders may have or
otherwise be charged with.


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        2.4 Lenders' Power to Waive, etc. Each Guarantor grants to the Agent and
the Lenders full power in their discretion, without notice to or consent of such
Guarantor, such notice and consent being expressly waived to the fullest extent
permitted by applicable law, and without in any way affecting the liability of
such Guarantor under its guarantee hereunder:

               (a) To waive compliance with, and any Default under, and to
        consent to any amendment to or modification or termination of any
        provision of, or to give any waiver in respect of, the 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 any extensions 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 Obligors or any other Person in respect of the Credit Obligations,
        whether or not rights against such Guarantor 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 or
        other disposition of, or to deal in any other manner with, any part of
        any property contained in the Credit Security 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 collect or liquidate or realize upon 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; and

               (e) To extend credit under the Amended and Restated Credit
        Agreement, any other Credit Document or otherwise in such amount as the
        Lenders may determine, including increasing the amount of credit and the
        interest rate and fees with respect thereto, even though the condition
        of the Obligors (financial or otherwise, on an individual or
        Consolidated basis) may have deteriorated since the date hereof.

        2.5 Information Regarding the Company, etc. Each Guarantor 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.
Each Guarantor waives any obligation which may now or hereafter exist on the
part of the Agent or the Lenders to inform it of the risks being undertaken by
entering into this Agreement or of any changes in such risks and, from and after
the date hereof, each Guarantor undertakes to keep itself informed of such risks
and any changes therein. Each Guarantor expressly waives any duty which may now
or hereafter exist on the part of the Agent or the Lenders to disclose to such
Guarantor any matter related to the business, operations, character, collateral,
credit, condition (financial or otherwise), income or prospects of the Company
and its Affiliates or their properties or management, whether now or hereafter
known by the Agent or the Lenders. Each Guarantor represents, warrants and
agrees that it assumes sole responsibility for obtaining from the Company all
information concerning the Amended and Restated Credit Agreement and all other
Credit Documents and all other information as to the Company and its Affiliates
or their properties or management as such Guarantor deems necessary or
desirable.

        2.6 Certain Guarantor Representations. Each Guarantor represents that:

               (a) it is in its best interest and in pursuit of the purposes for
        which it was organized as an integral part of the business conducted and
        proposed to be conducted by the Company and its Subsidiaries, and
        reasonably necessary and convenient in connection with the conduct of
        the business conducted and proposed to be conducted by them, to induce
        the Lenders to enter into the Amended and Restated Credit Agreement and
        to extend credit to the Company by making the Guarantee contemplated by
        this Section 2;


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<PAGE>
               (b) the credit available under the Amended and Restated Credit
        Agreement will directly or indirectly inure to its benefit;

               (c) after giving effect to the foregoing considerations, the
        assets and liabilities of the Company and the Guarantors and rights of
        contribution among the Guarantors, including the rights provided in
        Section 2.10:

                       (i) it will not be rendered insolvent as a result of
               entering into this Agreement;

                       (ii) after giving effect to the transactions contemplated
               by this Agreement, it will have assets having a fair saleable
               value in excess of the amount required to pay its probable
               liability on its existing debts as such debts become absolute and
               matured;

                       (iii) it has, and will have, access to adequate capital
               for the conduct of its business; and

                       (iv) it has the ability to pay its debts from time to
               time incurred in connection therewith as such debts mature;

               (d) it has been advised by the Agent that the Lenders are
        unwilling to enter into the Amended and Restated Credit Agreement unless
        the Guarantee contemplated by this Section 2 is given by it; and

               (e) except as otherwise permitted pursuant to the Amended and
        Restated Credit Agreement, all of its equity or ownership interests are
        owned, directly or indirectly, by the Company.

        2.7 Subrogation. Each Guarantor agrees that, until the Credit
Obligations are paid in full, it will not exercise any right of reimbursement,
subrogation, contribution, offset or other claims against the Company or any
other Obligor arising by contract or operation of law in connection with any
payment made or required to be made by such Guarantor under this Agreement.
After the payment in full of the Credit Obligations, each Guarantor shall be
entitled to exercise against the Company and the other Obligors all such rights
of reimbursement, subrogation, contribution and offset, and all such other
claims, to the fullest extent permitted by law.

        2.8 Subordination. Each Guarantor covenants and agrees that all
Indebtedness, claims and liabilities then or thereafter owing by the Company or
any other Obligor to such Guarantor whether arising hereunder or otherwise are
subordinated to the prior payment in full of the Credit Obligations and are so
subordinated as a claim against such Obligor or any of its assets, whether such
claim be in the ordinary course of business or in the event of voluntary or
involuntary liquidation, dissolution, insolvency or bankruptcy, so that no
payment with respect to any such Indebtedness, claim or liability will be made
or received while any Event of Default exists; provided, however, that the
foregoing provisions shall not limit the right of any Guarantor to receive
payments in respect of such Indebtedness, claims or liabilities so long as no
Event of Default exists.


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        2.9 Future Subsidiaries; Further Assurances. The Company will from time
to time cause (a) any present Wholly Owned Subsidiary that is not a Guarantor
within 30 days after notice from the Agent or (b) any future Wholly Owned
Subsidiary within 30 days after any such Person becomes a Wholly Owned
Subsidiary, to join this Agreement as a Guarantor pursuant to a joinder
agreement in form and substance satisfactory to the Agent; provided, however,
that in the event such a Wholly Owned Subsidiary is prohibited by any valid law,
statute, rule or regulation from guaranteeing the Credit Obligations, or if such
a guarantee by any Foreign Subsidiary would result in a repatriation of foreign
earnings under the Code (including the "deemed dividend" provisions of Section
956 of the Code), (i) such guarantee will be limited to the extent necessary to
comply with such prohibition or to prevent such repatriation of foreign earnings
or (ii) if such limitation on the guaranteed amount is not sufficient to avoid
such prohibition or repatriation, the Company and its other Subsidiaries will
pledge the stock of such Wholly Owned Subsidiary (or as much of such stock as
may be pledged without resulting in such a repatriation) to the Agent to secure
the Credit Obligations pursuant to a pledge agreement in form and substance
satisfactory to the Agent. Each Guarantor will, promptly upon the request of the
Agent from time to time, execute, acknowledge and deliver, and file and record,
all such instruments, and take all such action, as the Agent deems necessary or
advisable to carry out the intent and purpose of this Section 2.

        2.10 Contribution Among Guarantors. The Guarantors agree that, as among
themselves in their capacity as guarantors of the Credit Obligations, the
ultimate responsibility for repayment of the Credit Obligations, in the event
that the Company fails to pay when due its Credit Obligations, shall be
equitably apportioned, to the extent consistent with the Credit Documents, among
the respective Guarantors (a) in the proportion that each, in its capacity as a
guarantor, has benefited from the extensions of credit to the Company by the
Lenders under the Amended and Restated Credit Agreement, or (b) if such
equitable apportionment cannot reasonably be determined or agreed upon among the
affected Guarantors, in proportion to their respective net worths determined on
or about the date hereof (or such later date as such Guarantor becomes party
hereto). In the event that any Guarantor, in its capacity as a guarantor, pays
an amount with respect to the Credit Obligations in excess of its proportionate
share as set forth in this Section 2.10, each other Guarantor shall, to the
extent consistent with the Credit Documents, make a contribution payment to such
Guarantor in an amount such that the aggregate amount paid by each Guarantor
reflects its proportionate share of the Credit Obligations. In the event of any
default by any Guarantor under this Section 2.10, each other Guarantor will
bear, to the extent consistent with the Credit Documents, its proportionate
share of the defaulting Guarantor's obligation under this Section 2.10. This
Section 2.10 is intended to set forth only the rights and obligations of the
Guarantors among themselves and shall not in any way affect the obligations of
any Guarantor to the Lenders under the Credit Documents (which obligations shall
at all times constitute the joint and several obligations of all the
Guarantors).

3.      SECURITY.

        3.1 Credit Security. As security for the payment and performance of the
Credit Obligations, each Obligor party hereto mortgages, pledges and
collaterally grants and assigns to the Agent for the benefit of the Lenders and
the holders from time to time of any Credit Obligation, and creates a security
interest in favor of the Agent for the benefit of the Lenders and such holders
in, all of such Obligor's right, title and interest in and to (but none of its
obligations or liabilities with respect to) the items and types of present and
future property described in Sections 3.1.1 through 3.1.16 (subject, however, to
Section 3.1.17), whether now owned or hereafter acquired, all of which shall be
included in the term "Credit Security":

               3.1.1. Tangible Personal Property. All goods, machinery,
        equipment, inventory and all other tangible personal property of any
        nature whatsoever, wherever located, including raw materials, work in
        process, finished parts and products, supplies, spare parts, replacement
        parts, merchandise for resale, computers, tapes, disks and computer
        equipment.

               3.1.2. Rights to Payment of Money. All rights to receive the
        payment of money, including accounts and receivables, rights to receive
        the payment of money under contracts, franchises, licenses, permits,
        subscriptions, healthcare insurance receivables or other agreements
        (whether or not earned by performance), and rights to receive payments
        from any other source (all rights, other than Financing Debt, being
        referred to herein as "Accounts").


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<PAGE>
               3.1.3. Intangibles. All of the following (to the extent not
        included in Section 3.1.2): (a) contracts, franchises, licenses,
        permits, subscriptions and other agreements and all rights thereunder;
        (b) rights granted by others which permit such Obligor to sell or market
        items of personal property; (c) United States and foreign common law and
        statutory copyrights and rights in literary property and rights and
        licenses thereunder; (d) trade names, United States and foreign
        trademarks, service marks, internet domain names, registrations of any
        of the foregoing and related good will; (e) United States and foreign
        patents and patent applications; (f) computer software, designs, models,
        know-how, trade secrets, rights in proprietary information, formulas,
        customer lists, backlog, orders, subscriptions, royalties, catalogues,
        sales material, documents, good will, inventions and processes; (g)
        judgments, causes in action and claims, whether or not inchoate, and (h)
        all other general intangibles (including payment intangibles and
        software) and intangible property and all rights thereunder.

               3.1.4. Pledged Stock. (a) All shares of capital stock or other
        evidence of beneficial interest in any corporation, business trust or
        limited liability company, C(b) all limited partnership interests in any
        limited partnership, (c) all general partnership interests in any
        general or limited partnership, (d) all joint venture interests in any
        joint venture and (e) all options, warrants and similar rights to
        acquire such capital stock or such interests. All such capital stock,
        interests, options, warrants and other rights are collectively referred
        to as the "Pledged Stock".

               3.1.5. Pledged Rights. All rights to receive profits or surplus
        of, or other Distributions (including income, return of capital and
        liquidating distributions) from, any partnership, joint venture or
        limited liability company, including any distributions by any such
        Person to partners, joint venturers or members. All such rights are
        collectively referred to as the "Pledged Rights".

               3.1.6. Pledged Indebtedness. All Financing Debt from time to time
        owing to such Obligor from any Person (all such Financing Debt being
        referred to as the "Pledged Indebtedness").

               3.1.7. Chattel Paper, Instruments, etc. All chattel paper
        (whether tangible or electronic), non-negotiable instruments, negotiable
        instruments, promissory notes documents and securities and all other
        investment property.

               3.1.8. Leases. All leases of personal property, whether such
        Obligor is the lessor or the lessee thereunder.

               3.1.9. Deposit Accounts. All general or special deposit accounts,
        including any demand, time, savings, passbook or similar account
        maintained by such Obligor with any bank, trust company, savings and
        loan association, credit union or similar organization, and all money,
        cash and cash equivalents of such Obligor, whether or not deposited in
        any such deposit account.

               3.1.10. Collateral. All collateral granted by third parties to,
        or held by, such Obligor with respect to the Accounts, Pledged
        Securities, chattel paper, instruments, leases and other items of Credit
        Security.

               3.1.11. Books and Records. All books and records, including books
        of account and ledgers of every kind and nature, all electronically
        recorded data (including all computer programs, disks, tapes, electronic
        data processing media and software used in connection with maintaining
        such Obligor's books and records), all files, correspondence and all
        containers for the foregoing.

               3.1.12. Insurance. All insurance policies which insure against
        any loss or damage to any other Credit Security or which are otherwise
        owned by such Obligor.

               3.1.13. Commercial Tort Claims. All commercial tort claims.


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<PAGE>
               3.1.14. Letters of Credit. All letters of credit (whether or not
        the letter of credit is evidenced by a writing), banker's acceptances
        and similar instruments and including all letter-of-credit rights and
        any and all products and proceeds of the foregoing.

               3.1.15. All Other Property. All other property, assets and items
        of value of every kind and nature, tangible or intangible, absolute or
        contingent, legal or equitable.

               3.1.16. Proceeds and Products. All proceeds, including insurance
        proceeds, and products of the items of Credit Security described or
        referred to in Sections 3.1.1 through 3.1.15 and, to the extent not
        included in the foregoing, all Distributions with respect to the Pledged
        Securities.

               3.1.17. Excluded Property. Notwithstanding Sections 3.1.1 through
        3.1.16 and 3.2.1, the payment and performance of the Credit Obligations
        shall not be secured by, and the definitions of "Accounts", "Credit
        Security", "Pledged Indebtedness", "Pledged Rights" and "Pledged Stock",
        as applicable, shall not include:

               (a) any contract, license, permit, lease or franchise that
        validly prohibits the creation by such Obligor of a security interest in
        such contract, license, permit, lease or franchise (or in any rights or
        property obtained by such Obligor under such contract, license, permit,
        lease or franchise); provided, however, that the provisions of this
        Section 3.1.17 shall not prohibit the security interests created by this
        Agreement from extending to the proceeds of such contract, license,
        permit, lease or franchise (or such rights or property) or to the
        monetary value of the good will and other general intangibles of the
        Obligors relating thereto;

               (b) any rights or property to the extent that any valid and
        enforceable law or regulation applicable to such rights or property
        prohibits the creation of a security interest therein; provided,
        however, that the provisions of this Section 3.1.17 shall not prohibit
        the security interests created by this Agreement from extending to the
        proceeds of such rights or property or to the monetary value of the good
        will and other general intangibles of the Obligors relating thereto;

               (c) any lease of real or personal property to the extent that the
        creation of a security interest or lien would result in a breach or
        default by such Obligor under such lease or any other matter requiring
        the consent of the other party to such lease;

               (d) more than 66 % of the outstanding voting stock or other
        voting equity in any Foreign Subsidiary to the extent that the pledge of
        voting stock or other voting equity above such amount would result in a
        repatriation of foreign earnings under the Code (including the "deemed
        dividend" provisions of Section 956 of the Code); or

               (e) the items described in Section 3.2 (but only in the event and
        to the extent the Agent has not specified that such items be included in
        the Credit Security pursuant thereto).

        In addition, in the event any Obligor disposes of assets to third
parties in a transaction permitted by Section 10.12 of the Amended and Restated
Credit Agreement, such assets, but not the proceeds or products thereof, shall
be released from the Lien on the Credit Security created hereunder.


                                       8


<PAGE>
        3.2. Additional Credit Security. As additional Credit Security, each
Obligor covenants that it will mortgage, pledge and collaterally grant and
assign to the Agent for the benefit of the Lenders and the holders from time to
time of any Credit Obligation, and will create a security interest in favor of
the Agent for the benefit of the Lenders and such holders in, all of its right,
title and interest in and to (but none of its obligations with respect to) such
of the following present or future items as the Agent may from time to time
specify by notice to such Obligor, whether now owned or hereafter acquired, and
the proceeds and products thereof, except to the extent consisting of rights or
property of the types referred to in Section 3.1.17(a) through (c), subject only
to Liens permitted by Section 3.3.3, all of which shall thereupon be included in
the term "Credit Security":

               3.2.1 Real Property. All real property and immovable property and
        fixtures, leasehold interests and easements wherever located, together
        with all estates and interests of such Obligor therein, including lands,
        buildings, stores, manufacturing facilities and other structures erected
        on such property, fixed plant, fixed equipment and all permits, rights,
        licenses, benefits and other interests of any kind or nature whatsoever
        in respect of such real and immovable property.

               3.2.2 Motor Vehicles and Aircraft. All motor vehicles and
        aircraft.

        3.3. Certain Covenants with Respect to Credit Security. Each Obligor
covenants that:

               3.3.1 Pledged Stock. All shares of capital stock, limited
        partnership interests, membership interests and similar securities
        included in the Pledged Stock shall be at all times duly authorized,
        validly issued, fully paid and (in the case of capital stock and limited
        partnership interests) nonassessable. Each Obligor will deliver to the
        Agent certificates representing the Pledged Stock, registered, if the
        Agent so requests, in the name of the Agent or its nominee or
        accompanied by a stock transfer power executed in blank and, if the
        Agent so requests, with the signature guaranteed, all in form and manner
        reasonably satisfactory to the Agent. Pledged Stock that is not
        evidenced by a certificate will be registered in the name of the Agent
        or its nominee on the issuer's records or an appropriate control
        statement with respect thereto shall be provided to the Agent, all in
        form and substance reasonably satisfactory to the Agent. The Agent may
        at any time after the occurrence and during the continuance of an Event
        of Default transfer into its name or the name of its nominee any Pledged
        Stock. In the event the Pledged Stock includes any Margin Stock, the
        Obligors will furnish to the Lenders Federal Reserve Form U-1 and take
        such other action as the Agent may reasonably request to ensure
        compliance with applicable laws.

               3.3.2. Accounts and Pledged Indebtedness. Each Obligor will,
        immediately upon the receipt thereof, deliver to the Agent any
        promissory note or similar instrument, but not in any event including
        normal invoices in the ordinary course of business, representing any
        Account or Pledged Indebtedness, after having endorsed such promissory
        note or instrument in blank.

               3.3.3. No Liens or Restrictions on Transfer or Change of Control.
        All Credit Security shall be free and clear of any Liens and
        restrictions on the transfer thereof, including contractual provisions
        which prohibit the assignment of rights under contracts, except for
        Liens permitted by Section 10.8 of the Amended and Restated Credit
        Agreement or by this Section 3.3.3. Without limiting the generality of
        the foregoing, each Obligor will in good faith attempt to exclude from
        agreements, instruments, deeds or leases to which it becomes a party
        after the date hereof provisions that would prevent such Obligor from
        creating a security interest in such agreement, instrument, deed or
        lease or any rights or property acquired thereunder as contemplated
        hereby. None of the Pledged Stock shall be subject to any option to
        purchase or similar rights of any Person. Except with the written
        consent of the Agent, which consent will not be unreasonably withheld,
        each Obligor will in good faith attempt to exclude from any agreement,
        instrument, deed or lease provisions that would restrict the change of
        control or ownership of the Company or any of its Subsidiaries, or the
        creation of a security interest in the ownership of the Company or any
        of its Subsidiaries.


                                       9


<PAGE>
               3.3.4. Location of Credit Security. Each Obligor shall at all
        times keep its records concerning the Accounts at its chief executive
        office and principal place of business, which office and place of
        business shall be as set forth in Exhibit 11.1 to the Amended and
        Restated Credit Agreement (as from time to time supplemented in
        accordance with Sections 10.4.1 and 10.4.2 of the Amended and Restated
        Credit Agreement) or, so long as such Obligor shall have taken all steps
        reasonably necessary to perfect the Lenders' security interest in the
        Credit Security with respect to such new address, at such other address
        as such Obligor may specify by notice actually received by the Agent not
        less than 10 Banking Days prior to such change of address. No Obligor
        shall at any time keep tangible personal property of the type referred
        to in Section 3.1.1 in any jurisdiction other than the jurisdictions
        specified in such Exhibit 11.1 (as so supplemented) or, so long as such
        Obligor shall have taken all steps reasonably necessary to perfect the
        Lenders' security interest in the Credit Security with respect to such
        other jurisdiction, other jurisdictions as such Obligor may specify by
        notice actually received by the Agent not less than 10 days prior to
        moving such tangible personal property into such other jurisdiction.

               3.3.5. Trade Names. No Obligor will adopt or do business under
        any name other than its name or names designated in Exhibit 11.1 to the
        Amended and Restated Credit Agreement (as from time to time supplemented
        in accordance with Sections 10.4.1 and 10.4.2 of the Amended and
        Restated Credit Agreement) or any other name specified by notice
        actually received by the Agent not less than 10 Banking Days prior to
        the conduct of business under such additional name. Since its inception,
        no Obligor has changed its name or adopted or conducted business under
        any trade name other than a name specified in such Exhibit 11.1 (as so
        supplemented).

               3.3.6. Insurance. Each insurance policy included in, or insuring
        against loss or damage to, the Credit Security shall name the Agent as
        additional insured party or as loss payee. No such insurance policy
        shall be cancelable or subject to termination or reduction in amount or
        scope of coverage until after at least 30 days' prior written notice
        from the insurer to the Agent. At least 10 days prior to the expiration
        of any such insurance policy for any reason, each Obligor shall furnish
        the Agent with a renewal or replacement policy and evidence of payment
        of the premiums therefor when due. Each Obligor grants to the Agent full
        power and authority as its attorney-in-fact, effective upon notice to
        such Obligor after the occurrence and during the continuance of an Event
        of Default, to obtain, cancel, transfer, adjust and settle any such
        insurance policy and to endorse any drafts thereon. Any amounts that the
        Agent receives under any such policy (including return of unearned
        premiums) insuring against loss or damage to the Credit Security when no
        Event of Default has occurred and is continuing shall be delivered to
        the Obligors for the replacement, restoration and maintenance of the
        Credit Security. Any such amounts that the Agent receives after the
        occurrence and during the continuance of an Event of Default shall, at
        the Agent's option, be applied to payment of the Credit Obligations or
        to the replacement, restoration and maintenance of the Credit Security.
        If any Obligor fails to provide insurance as required by this Agreement,
        the Agent may, at its option, purchase such insurance, and such Obligor
        will on demand pay to the Agent the amount of any payments made by the
        Agent or the Lenders for such purpose, together with interest on the
        amounts so disbursed from five Banking Days after the date demanded
        until payment in full thereof at the Overdue Reimbursement Rate.

               3.3.7. Intellectual Property. Exhibit 11.3 to the Amended and
        Restated Credit Agreement (as supplemented from time to time in
        accordance with Sections 10.4.1 and 10.4.2 of the Amended and Restated
        Credit Agreement) shall set forth the following items as of the dates
        reports are required under such sections (collectively, the
        "Intellectual Property"):

               (a) all copyrights owned by the Obligors that are registered with
        the United States Copyright Office (or any office maintaining
        registration of copyrights in any foreign jurisdiction) and all
        applications for such registration and

               (b) all trademarks, tradenames, service marks, service names and
        patents owned by the Obligors that are registered with the United States
        Patent and Trademark Office (or any office maintaining registration of
        such items in any state of the United States of America or any foreign
        jurisdiction) and all applications for such registration.


                                       10


<PAGE>
The Obligors shall duly authorize, execute and deliver to the Agent separate
memoranda of security interests provided by the Agent with respect to the
foregoing Intellectual Property (other than Intellectual Property excluded from
the Credit Security pursuant to Section 3.2) for filing in the offices described
above. In the event any additional Intellectual Property is registered (or
applications therefor are filed) in the offices described above, the Obligors
shall (at least quarterly, as contemplated by Sections 10.4.1 and 10.4.2 of the
Amended and Restated Credit Agreement) notify the Agent and duly authorize,
execute and deliver to the Agent separate memoranda of security interests
covering such additional Intellectual Property for filing in such offices.

               3.3.8. Deposit Accounts. Each Obligor shall keep all its bank and
        deposit accounts only with the Agent, other Lenders or the financial
        institutions listed on Exhibit 11.3 to the Amended and Restated Credit
        Agreement (as from time to time supplemented in accordance with Sections
        10.4.1 and 10.4.2 of the Amended and Restated Credit Agreement) or such
        other financial institutions specified by notice actually received by
        the Agent not less than 10 Banking Days prior to the establishment of
        such bank or deposit account with such other financial institution. Each
        Obligor shall use reasonable efforts to cause such financial
        institutions (other than the Lenders and the Agent) to enter into
        depository agreements with the Agent in form and substance reasonably
        satisfactory to the Agent, in the case of existing deposit accounts, by
        March 31, 2000 and in the case of future deposit accounts, within 30
        days after such deposit account is established.

               3.3.9 Modifications to Credit Security. Except with the prior
        written consent of the Agent, which consent will not be unreasonably
        withheld, no Obligor shall amend or modify, or waive any of its rights
        under or with respect to, any material Accounts, general intangibles,
        Pledged Securities or leases if the effect of such amendment,
        modification or waiver would be to materially reduce the amount of any
        such items or to materially extend the time of payment thereof, to waive
        any default by any other party thereto, or to waive or impair any
        material remedies of the Obligors or the Lenders under or with respect
        to any such Accounts, general intangibles, Pledged Securities or leases,
        in each case other than consistent with past practice in the ordinary
        course of business and on an arm's-length basis. Each Obligor will
        promptly give the Agent written notice of any request by any Person for
        any material credit or adjustment with respect to any such Account,
        general intangible, Pledged Securities or leases.

               3.3.10. Delivery of Documents. Upon the Agent's request, each
        Obligor shall deliver to the Agent, promptly upon such Obligor's receipt
        thereof, copies of any agreements, instruments, documents or invoices
        comprising or relating to the Credit Security. Pending such request,
        such Obligor shall keep such items at its chief executive office and
        principal place of business (as specified pursuant to Section 3.3.4).

               3.3.11. Perfection of Credit Security. This Agreement shall
        create in favor of the Agent, for the benefit of the Lenders, a legal,
        valid and enforceable security interest in the Credit Security described
        herein, subject only (in the case of Credit Security other than Pledged
        Stock) to Liens permitted by Section 10.8 of the Amended and Restated
        Credit Agreement. In the case of the Pledged Stock, when stock
        certificates representing such Pledged Stock and stock powers related
        thereto duly executed in blank by the relevant Pledgor are delivered to
        the Agent, and in the case of the other Credit Security described in
        this Agreement, when financing statements in appropriate form are filed
        in the jurisdictions specified on Exhibit 11.1 to the Amended and
        Restated Credit Agreement or when Intellectual Property filings in
        appropriate form are filed in appropriate offices, as set forth in
        Section 3.3.7, this Agreement shall provide a fully perfected, first
        priority Lien on, and security interest in, all right, title and
        interest of the Obligors in such Credit Security, as security for the
        Credit Obligations, in each case prior and superior in right to any
        other Person (except, in the case of Credit Security other than Pledged
        Stock, Liens permitted by Section 10.8 of the Amended and Restated
        Credit Agreement). Upon the Agent's reasonable request from time to
        time, the Obligors will execute and deliver, and file and record in the
        proper filing and recording places, all such instruments, including
        financing statements, collateral assignments of copyrights, trademarks
        and patents, mortgages or deeds of trust and notations on certificates
        of title, and will take all such other action, as the Agent deems
        reasonably necessary for confirming to it the Credit Security or to
        carry out any other purpose of this Agreement or any other Credit
        Document.


                                       11


<PAGE>
               In addition, each Obligor hereby irrevocably and unconditionally
        authorizes the Agent, on behalf of the Lenders, to file at any time and
        from time to time such financing statements with respect to the Credit
        Security naming the Agent as the secured party and each Obligor as
        debtor, and including any other information with respect to any Obligor
        or otherwise required by Part 5 of Article 9 of the UCC, together with
        amendments and continuations with respect thereto, which authorization
        shall apply to all financing statements naming the Agent as secured
        party and each Obligor as debtor filed on, prior to or after the date
        hereof. In no event shall any Obligor file or permit or cause to be
        filed any correction statement, amendment, or termination statement with
        respect to any such financing statement. Each Obligor shall take or
        cause to be taken all action required to cause the attachment,
        perfection, and first priority of, and the ability of the Agent, on
        behalf of the Lenders, to enforce the Lenders' Lien including, without
        limitation, obtaining control agreements with respect to deposit
        accounts, letter-of-credit rights, electronic chattel paper, instruments
        and investment property.

        3.4. Administration of Credit Security. The Credit Security shall be
administered as follows, and if an Event of Default shall have occurred and be
continuing, Section 3.5 shall also apply.

               3.4.1. Use of Credit Security. Until the Agent provides written
        notice to the contrary, each Obligor may use, commingle and dispose of
        any part of the Credit Security in the ordinary course of its business,
        all subject to Section 10.12 of the Amended and Restated Credit
        Agreement.

               3.4.2. Accounts. To the extent specified by prior written notice
        from the Agent after the occurrence and during the continuance of an
        Event of Default, all sums collected or received and all property
        recovered or possessed by any Obligor in connection with any Credit
        Security shall be received and held by such Obligor in trust for and on
        the Lenders' behalf, shall be segregated from the assets and funds of
        such Obligor, and shall be delivered to the Agent for the benefit of the
        Lenders. Without limiting the foregoing, upon the Agent's request after
        the occurrence and during the continuance of an Event of Default, each
        Obligor shall institute depository collateral accounts, lock-box
        receipts and similar credit procedures providing for the direct receipt
        of payment on Accounts at a separate address, the segregation of such
        proceeds for direct payment to the Agent and appropriate notices to
        Account debtors. Upon the Agent's request after the occurrence and
        during the continuance of an Event of Default, each Obligor will cause
        its accounting books and records to be marked with such legends and
        segregated in such manner as the Agent may specify.

               3.4.3. Distributions on Pledged Securities.

               (a) Until an Event of Default shall occur and be continuing, the
        respective Obligors shall be entitled, to the extent permitted by the
        Credit Documents, to receive all Distributions on or with respect to the
        Pledged Securities (other than Distributions constituting additional
        Pledged Securities). All Distributions constituting additional Pledged
        Securities will be retained by the Agent (or if received by any Obligor
        shall be held by such Person in trust and shall be immediately delivered
        by such Person to the Agent in the original form received, endorsed in
        blank) and held by the Agent as part of the Credit Security.

               (b) If an Event of Default shall have occurred and be continuing,
        all Distributions on or with respect to the Pledged Securities shall be
        retained by the Agent (or if received by any Obligor shall be held by
        such Person in trust and shall be immediately delivered by it to the
        Agent in the original form received, endorsed in blank) and held by the
        Agent as part of the Credit Security or applied by the Agent to the
        payment of the Credit Obligations in accordance with Section 3.5.6.


                                       12


<PAGE>
               3.4.4. Voting Pledged Securities.

               (a) Until an Event of Default shall occur and be continuing, the
        respective Obligors shall be entitled to vote or consent with respect to
        the Pledged Securities in any manner not inconsistent with the terms of
        any Credit Document, and the Agent will, if so requested, execute
        appropriate revocable proxies therefor.

               (b) If an Event of Default shall have occurred and be continuing,
        if and to the extent that the Agent shall so notify in writing the
        Obligor pledging the Pledged Securities in question, only the Agent
        shall be entitled to vote or consent or take any other action with
        respect to the Pledged Securities (and any Obligor will, if so
        requested, execute appropriate proxies therefor).

        3.5. Right to Realize upon Credit Security. Except to the extent
prohibited by applicable law that cannot be waived, this Section 3.5 shall
govern the Lenders' and the Agent's rights to realize upon the Credit Security
if any Event of Default shall have occurred and be continuing. The provisions of
this Section 3.5 are in addition to any rights and remedies available at law or
in equity and in addition to the provisions of any other Credit Document. In the
case of a conflict between this Section 3.5 and any other Credit Document, this
Section 3.5 shall govern.

               3.5.1. Assembly of Credit Security; Receiver. Each Obligor shall,
        upon the Agent's request, assemble the Credit Security and otherwise
        make it available to the Agent. The Agent may have a receiver appointed
        for all or any portion of the Obligors' assets or business which
        constitutes the Credit Security in order to manage, protect, preserve,
        sell and otherwise dispose of all or any portion of the Credit Security
        in accordance with the terms of the Credit Documents, to continue the
        operations of the Obligors and to collect all revenues and profits
        therefrom to be applied to the payment of the Credit Obligations,
        including the compensation and expenses of such receiver.

               3.5.2. General Authority. To the extent specified in written
        notice from the Agent to the Obligor in question, each Obligor grants
        the Agent full and exclusive power and authority, subject to the other
        terms hereof and applicable law, to take any of the following actions
        (for the sole benefit of the Agent on behalf of the Lenders and the
        holders from time to time of any Credit Obligations, but at such
        Obligor's expense):

               (a) To ask for, demand, take, collect, sue for and receive all
        payments in respect of any Accounts, general intangibles, Pledged
        Securities or leases which such Obligor could otherwise ask for, demand,
        take, collect, sue for and receive for its own use.

               (b) To extend the time of payment of any Accounts, general
        intangibles, Pledged Securities or leases and to make any allowance or
        other adjustment with respect thereto.

               (c) To settle, compromise, prosecute or defend any action or
        proceeding with respect to any Accounts, general intangibles, Pledged
        Securities or leases and to enforce all rights and remedies thereunder
        which such Obligor could otherwise enforce.

               (d) To enforce the payment of any Accounts, general intangibles,
        Pledged Securities or leases, either in the name of such Obligor or in
        its own name, and to endorse the name of such Obligor on all checks,
        drafts, money orders and other instruments tendered to or received in
        payment of any Credit Security.

               (e) To notify the third party payor with respect to any Accounts,
        general intangibles, Pledged Securities or leases of the existence of
        the security interest created hereby and to cause all payments in
        respect thereof thereafter to be made directly to the Agent; provided,
        however, that whether or not the Agent shall have so notified such
        payor, such Obligor will at its expense render all reasonable assistance
        to the Agent in collecting such items and in enforcing claims thereon.

               (f) To sell, transfer, assign or otherwise deal in or with any
        Credit Security or the proceeds thereof, as fully as such Obligor
        otherwise could do.


                                       13


<PAGE>
               3.5.3. Marshaling, etc. Neither the Agent nor the Lenders shall
        be required to make any demand upon, or pursue or exhaust any of their
        rights or remedies against, any Obligor or any other guarantor, pledgor
        or any other Person with respect to the payment of the Credit
        Obligations or to pursue or exhaust any of their rights or remedies with
        respect to any collateral therefor or any direct or indirect guarantee
        thereof. Neither the Agent nor the Lenders shall be required to marshal
        the Credit Security or any guarantee of the Credit Obligations or to
        resort to the Credit Security or any such guarantee in any particular
        order, and all of its and their rights hereunder or under any other
        Credit Document shall be cumulative. To the extent it may lawfully do
        so, each Obligor absolutely and irrevocably waives and relinquishes the
        benefit and advantage of, and covenants not to assert against the Agent
        or the Lenders, any valuation, stay, appraisement, extension, redemption
        or similar laws now or hereafter existing which, but for this provision,
        might be applicable to the sale of any Credit Security made under the
        judgment, order or decree of any court, or privately under the power of
        sale conferred by this Agreement, or otherwise. Without limiting the
        generality of the foregoing, each Obligor (a) agrees that it will not
        invoke or utilize any law which might prevent, cause a delay in or
        otherwise impede the enforcement of the rights of the Agent or any
        Lender in the Credit Security and (b) waives its rights under all such
        laws. In addition, each Obligor waives any right to prior notice (except
        to the extent expressly required by this Agreement) or judicial hearing
        in connection with foreclosure on or disposition of any Credit Security,
        including any such right which such Obligor would otherwise have under
        the Constitution of the United States of America, any state or territory
        thereof or any other jurisdiction.

               3.5.4. Sales of Credit Security. All or any part of the Credit
        Security may be sold for cash or other value in any number of lots at
        public or private sale, without demand, advertisement or notice;
        provided, however, that unless the Credit Security to be sold threatens
        to decline speedily in value or is of a type customarily sold on a
        recognized market, the Agent shall give the Obligor granting the
        security interest in such Credit Security 10 days' prior written notice
        of the time and place of any public sale, or the time after which a
        private sale may be made, which notice each of the Obligors and the
        Agent agrees to be reasonable. At any sale or sales of Credit Security,
        any Lender or any of its respective officers acting on its behalf, or
        such Lender's assigns, may bid for and purchase all or any part of the
        property and rights so sold, may use all or any portion of the Credit
        Obligations owed to such Lender as payment for the property or rights so
        purchased, and upon compliance with the terms of such sale may hold and
        dispose of such property and rights without further accountability to
        the respective Obligors, except for the proceeds of such sale or sales
        pursuant to Section 3.5.6. The Obligors acknowledge that any such sale
        will be made by the Agent on an "as is" basis with disclaimers of all
        warranties, whether express or implied. The respective Obligors will
        execute and deliver or cause to be executed and delivered such
        instruments, documents, assignments, waivers, certificates and
        affidavits, will supply or cause to be supplied such further information
        and will take such further action, as the Agent shall reasonably request
        in connection with any such sale.


                                       14


<PAGE>
               3.5.5. Sale without Registration. If, at any time when the Agent
        shall determine to exercise its rights hereunder to sell all or part of
        the securities included in the Credit Security, the securities in
        question shall not be effectively registered under the Securities Act
        (or other applicable law), the Agent may, in its sole discretion, sell
        such securities by private or other sale not requiring such registration
        in such manner and in such circumstances as the Agent may deem necessary
        or advisable in order that such sale may be effected in accordance with
        applicable securities laws without such registration and the related
        delays, uncertainty and expense. Without limiting the generality of the
        foregoing, in any event the Agent may, in its sole discretion, (a)
        approach and negotiate with a single purchaser or one or more possible
        purchasers to effect such sale, (b) restrict such sale to one or more
        purchasers each of whom will represent and agree that such purchaser is
        purchasing for its own account, for investment and not with a view to
        the distribution or sale of such securities and (c) cause to be placed
        on certificates representing the securities in question a legend to the
        effect that such securities have not been registered under the
        Securities Act (or other applicable law) and may not be disposed of in
        violation of the provisions thereof. Each Obligor agrees that such
        manner of disposition is commercially reasonable, that it will upon the
        Agent's request give any such purchaser access to such information
        regarding the issuer of the securities in question as the Agent may
        reasonably request and that the Agent and the Lenders shall not incur
        any responsibility for selling all or part of the securities included in
        the Credit Security at any private or other sale not requiring such
        registration, notwithstanding the possibility that a substantially
        higher price might be realized if the sale were deferred until after
        registration under the Securities Act (or other applicable law) or until
        made in compliance with certain other rules or exemptions from the
        registration provisions under the Securities Act (or other applicable
        law). Each Obligor acknowledges that no adequate remedy at law exists
        for breach by it of this Section 3.5.5 and that such breach would not be
        adequately compensable in damages and therefore agrees that this Section
        3.5.5 may be specifically enforced.

               3.5.6. Application of Proceeds. The proceeds of all sales and
        collections in respect of any Credit Security or other assets of any
        Obligor, all funds collected from the Obligors and any cash contained in
        the Credit Security, the application of which is not otherwise
        specifically provided for herein, shall be applied as follows:

               (a) First, to the payment of the costs and expenses of such sales
        and collections, the reasonable expenses of the Agent and the reasonable
        fees and expenses of its special counsel;

               (b) Second, any surplus then remaining to the payment of the
        Credit Obligations in such order and manner as the Agent may in its
        reasonable discretion determine; provided, however, that any such
        payment shall be distributed to the Lenders in accordance with the
        Amended and Restated Credit Agreement and the other Credit Documents;
        and

               (c) Third, any surplus then remaining shall be paid to the
        Obligors, or as otherwise provided in the UCC.

        3.6. Custody of Credit Security. Except as provided by applicable law
that cannot be waived, the Agent will have no duty as to the custody and
protection of the Credit Security, the collection of any part thereof or of any
income thereon or the preservation or exercise of any rights pertaining thereto,
including rights against prior parties, except for the use of reasonable care in
the custody and physical preservation of any Credit Security in its possession.
The Lenders will not be liable or responsible for any loss or damage to any
Credit Security, or for any diminution in the value thereof, by reason of the
act or omission of any agent selected by the Agent acting in good faith.


                                       15


<PAGE>
4.      GENERAL. Addresses for notices, consent to jurisdiction, jury trial
waiver, defeasance and numerous other provisions applicable to this Agreement
are contained in the Amended and Restated Credit Agreement. 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 enforceable 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,
except as may be required by the UCC of other jurisdictions with respect to
matters involving the perfection of the Agent's Lien on the Credit Security
located in such other jurisdictions.

               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 Muldowney
                           -----------------------------------------------------
                           Name: Michael Muldowney
                           Title: CFO

                        CE ACQUISITION CORP.
                        ERG ACQUISITION CORP.
                        LEXECON INC.
                        NEONEXT LLC
                        NETNEXT, INC.
                        NEXTERA BUSINESS PERFORMANCE
                        SOLUTIONS GROUP, INC.
                        NEXTERA INTERACTIVE, INC.
                        SCANADA, INC.
                        NEXTERA & COMPANY, LLC
                        NEXTERA INTERNATIONAL, LLC

                        By:   /s/ Michael Muldowney
                           -----------------------------------------------------
                           As an authorized officer of each of the
                           foregoing corporations and limited liability
                           companies

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


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


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