<PAGE>

                                                                    EXHIBIT 10.1

                                                 EXECUTION COPY

                            NEXTERA ENTERPRISES, INC.

                     ---------------------------------------

                              ONE CAMBRIDGE CENTER
                               CAMBRIDGE, MA 02142


                                       As of July 17, 2003


Fleet National Bank
100 Federal Street
Boston, MA  02110
Attn:    Fred P. Lucy
         Vice President

Banc of America Strategic Solutions, Inc.
335 Madison Avenue
NY1-503-05-06
Attn:    Bill Crawford
         Managing Director

         RE:     SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
                 AGREEMENT ("AMENDMENT")

Gentlemen:

         Reference hereby is made to that certain Second Amended and Restated
Credit Agreement dated as of December 31, 2002, as amended by that certain First
Amendment dated as of July 8, 2003 (as the same may be further amended,
restated, supplemented, or otherwise modified from time to time, the "Credit
Agreement"), by and among, on the one hand, Nextera Enterprises, Inc., a
Delaware corporation ("Company"), and certain of its subsidiaries (individually
and collectively, jointly and severally, the "Subsidiaries"), the lenders from
time to time party thereto (such lenders, together with their respective
successors and assigns, are referred to hereinafter individually as a "Lender"
and collectively as the "Lenders"), Fleet National Bank, a national banking
association, as administrative agent for the Lenders (in such capacity, together
with its successors in such capacity, the "Agent"). Capitalized terms used but
not otherwise defined herein shall have the meanings ascribed to them in the
Credit Agreement.

         Company has requested, among other things, that the Agent and Lenders
amend certain provisions contained in the Credit Agreement and the Agent and
Lenders are willing to do so on the terms and conditions set forth herein.
<PAGE>
         NOW THEREFORE, in consideration of any Loans or advances or grant of
credit heretofore or hereafter made to or for the account of Company by Agent
and Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1. Recitals. Company acknowledges and agrees that the foregoing
recitals are true and accurate and are incorporated herein by reference.

         2. Amendments to Credit Agreement. Company, Agent and Lenders agree
that the Credit Agreement shall be amended as follows:

         (a) Section 1 to the Credit Agreement (Definitions; Certain Rules of
Construction) is hereby amended by inserting therein the following definitions
in the appropriate alphabetical order:

                  (i) "Second Amendment" means that certain Second Amendment to
Second Amended and Restated Credit Agreement by and among, Company,
Subsidiaries, Agent and Lenders and the other parties thereto.

         (b) Section 1 to the Credit Agreement (Definitions; Certain Rules of
Construction) is hereby amended by deleting the following definitions in their
entirety and replacing them with the following:

                  (i) "Junior Credit Participation Agreement" means the Amended
and Restated Junior Credit Participation Agreement dated as of July 17, 2003
among Knowledge Universe, Agent and Lenders.

         (c) Section 10.5.1 of the Credit Agreement (Leverage Ratio) is hereby
deleted in its entirety and replaced with the following:

         "10.5.1 Leverage Ratio. The Company shall not permit for any period set
forth below (measured as of the last day of each fiscal quarter of the Company),
the ratio of (a) Consolidated Total Senior Debt (measured as of the last day of
each fiscal quarter of the Company) to (b) Consolidated EBITDA to be more than
the ratio corresponding to such period in the table set forth below. For
purposes of the Leverage Ratio, the calculation of Consolidated EBITDA shall be
based on Consolidated EBITDA for the immediately preceding twelve (12) months
ended as of the last day of such quarter. In addition, for purposes of the
Leverage Ratio, the calculations and ratios set forth below shall not be
impacted by up to $2,500,000 of new loans made to the Company in connection with
the Junior Credit Participation Agreement, and all of such new loans shall be
excluded from the calculations and ratios for the Leverage Ratio in all
respects.

<TABLE>
<CAPTION>
   PERIOD ENDING               LEVERAGE RATIO
   -------------               --------------
<S>                            <C>
   September 30, 2003          10.90:1.00
   December 31, 2003           52.00:1.00
   March 31, 2004              17.40:1.00
   June 30, 2004               7.50:1.00"
</TABLE>

                                      -2-
<PAGE>
         (d) Section 10.5.2 of he Credit Agreement (Current Ratio) is hereby
deleted in its entirety and replaced with the following:

         "10.5.2 Current Ratio. The ratio of Consolidated Current Assets to
Consolidated Current Liabilities (measured on the last day of each fiscal
quarter of the Company) shall not at any time be less than the ratio
corresponding to such period in the table set forth below. In addition, for
purposes of the Current Ratio, the calculations and ratios set forth below shall
not be impacted by up to $2,500,000 of new loans made to the Company in
connection with the Junior Credit Participation Agreement, and all of such new
loans shall be excluded from the calculations and ratios for the Current Ratio
in all respects.

<TABLE>
<CAPTION>
   FISCAL QUARTER ENDED           RATIO
   --------------------           -----
<S>                               <C>
   September 30, 2003             1.05:1.00
   December 31, 2003              1.05:1.00
   March 31, 2004                 0.23:1.00*
   June 30, 2004                  0.24:1.00*
</TABLE>

         *The ratios set forth for the periods ending March 31, 2004 and June
30, 2004 assume that the Credit Obligations owing to the Lenders are carried as
current liabilities on the balance sheet of the Company and its Subsidiaries at
such date determined in accordance with GAAP on a Consolidated basis. In the
event that the foregoing obligations are not carried as current liabilities on
the balance sheet of the Company and its Subsidiaries at such date determined in
accordance with GAAP on a Consolidated basis, then the ratios for such periods
shall be adjusted accordingly."

         (e) Section 10.5.3 of the Credit Agreement (Total Debt Service Ratio)
is hereby deleted in its entirety and replaced with the following:

         "10.5.3 Total Debt Service Ratio. The ratio of (a) Consolidated EBITDA
minus actual cash payments made or accrued on account of taxes and Capital
Expenditures (measured on the last day of each fiscal quarter of the Company) to
(b) Consolidated Total Debt Service (excluding the Cambridge Acquisition Note)
shall not at any time be less than the ratios corresponding to such period in
the table set forth below. In addition, for purposes of the Total Debt Service
Ratio, the calculations and ratios set forth below shall not be impacted by up
to $2,500,000 of new loans made to the Company in connection with the Junior
Credit Participation Agreement, and all of such new loans shall be excluded from
the calculations and ratios for the Total Debt Service Ratio in all respects.

<TABLE>
<CAPTION>
             FISCAL QUARTER ENDED               TOTAL DEBT SERVICE RATIO
             --------------------               ------------------------
<S>                                             <C>
   September 30, 2003                           .20:1.00
   June 30, 2004                                .25:1.00"
</TABLE>

         (f) A new Section 10.5.5 (Minimum Consolidated EBITDA) is hereby added
to the Credit Agreement in the appropriate order as follows:

                                      -3-
<PAGE>
         "10.5.5 Minimum Consolidated EBITDA. Minimum Consolidated EBITDA
(defined below) shall not at any time be less than the applicable amount
corresponding to such period in the table set forth below.

<TABLE>
<CAPTION>
   APPLICABLE AMOUNT         MEASUREMENT DATE AND APPLICABLE PERIOD
   -----------------         --------------------------------------
<S>                          <C>
   $530,000                  December 31, 2003, for the last twelve month period
                             then ended

   $1,580,000                March 31, 2004, for the last twelve month period then
                             ended
</TABLE>

For purposes of this Section 10.5.5 the new term "Minimum Consolidated EBITDA"
shall mean for any period, the total of:

         (a) Consolidated Net Income;

         plus (b) all amounts deducted in computing such Consolidated Net Income
in respect of:

                  (i)      depreciation and amortization and other non-recurring
                           non-cash charges, but excluding all Special
                           Compensation and Other Charges (defined below),

                  (ii)     interest expense, and

                  (iii)    taxes based upon or measured by net income,

         minus (c) all cash payments (excluding $2,675,000 for the Company's
fiscal year ended December 31, 2002 and $720,000 for the Company's fiscal year
ended December 31, 2003) made during such period on account of real estate
restructuring transactions, reductions in force and facilities, and unfavorable
equipment leases from discontinued operations;

         minus (d) all amounts included in Consolidated Net Income in respect of
deferred income tax benefits and other non-cash income items.

         For purposes of this Section 10.5.5 "Special Compensation and Other
Charges" shall mean special charges from time to time incurred or paid by the
Company or its Subsidiaries in connection with the Lexecon Employment
Agreements, and which: (i) shall not be treated as an expense in respect of
non-cash charges or amortization; (ii) shall not impact amortization in any way;
and (iii) (notwithstanding their exclusion from the definition of Minimum
Consolidated EBITDA) shall be in an amount equal to $1,000,000 in each quarter
of 2004.

         In addition, Company and its Subsidiaries acknowledge and agree that
amortization of the Lexecon Employee Agreements may not for any purpose be
greater than or less than the following amounts on the following dates:
$1,941,000 on March 31, 2003, $1,941,000 June 30,

                                      -4-
<PAGE>
2003, $2,499,000 on September 30, 2003, $2,499,000 on December 31, 2003 and $0
on the last day of each quarter period thereafter.

         (g) Exhibit 11.1.1. of the Credit Agreement (Organization and Business)
is hereby deleted in its entirety and replaced with Amended and Restated Exhibit
11.1.1 (Organization and Business) attached hereto.

         (h) Exhibit 11.1.2. of the Credit Agreement (U.S. Subsidiaries) is
hereby deleted in its entirety and replaced with Amended and Restated Exhibit
11.1.2. (U.S. Subsidiaries) attached hereto.

         (i) Section 12.1.3(a) of the Credit Agreement (Lexecon Employees) is
hereby deleted in its entirety and replaced with the following:

         "12.1.3(a) Lexecon Employees. The Company shall fail to timely satisfy
         any of its obligations under the Lexecon Employment Agreements,
         including without limitation, its obligations pursuant to Section 2(c)
         of each such agreement to deposit $10,000,000 (to total $20,000,000 in
         the aggregate) in immediately available funds on or before January 15,
         2004 into accounts at banks or investment firms designated by Dennis
         Carlton and Daniel Fischel, as applicable."

         (j) Section 18 of the Credit Agreement (Notices) is hereby deleted in
its entirety and replaced with the following:

         "18. Notices. Except as otherwise specified in this Agreement or any
other Credit Document, any notice required to be given pursuant to this
Agreement or any other Credit Document shall be given in writing. Any notice,
consent, approval, demand or other communication in connection with this
Agreement or any other Credit Document shall be deemed to be given if given in
writing (including telex, telecopy or similar teletransmission) addressed as
provided below (or to the addressee at such other address as the addressee shall
have specified by notice actually received by the addressor), and if either (a)
actually delivered in fully legible form to such address (evidenced in the case
of a telex by receipt of the correct answerback) or (b) in the case of a letter,
unless actual receipt of the notice is required by any Credit Document five (5)
days shall have elapsed after the same shall have been deposited in the United
States mails, with first class postage prepaid and registered or certified.

         If to the Company or any of its Subsidiaries, to it at its address set
forth in Exhibit 11.1.1, as amended from time to time (and as further
supplemented pursuant to Sections 10.4.1 and 10.4.2), to the attention of the
chief financial officer.

         If to any Lender or the Agent, to it at its address set forth below or
in the Register, with a copy to the Agent.

                                      -5-
<PAGE>
         If to Agent and/or Fleet:

         Fleet National Bank
         100 Federal Street
         Boston, MA  02110
         Attn:    Fred P. Lucy, Vice President
         Telecopy: (617) 434-4775

         With a copy to:

         Brown Rudnick Berlack Israels LLP
         One Financial Center
         Boston, MA 02111
         Attn:    William R. Baldiga, Esquire
                  Mary D. Bucci, Esquire
         Telecopy: (617) 856-8201

         If to Banc of America Strategic Solutions, Inc.:

         Banc of America Strategic Solutions, Inc.
         335 Madison Avenue
         NY1-503-05-06
         Attn:    Bill Crawford, Managing Director
         Telecopy: (212) 503-7080"

         3. Bonus Account Matters.

         (a) Initial Borrowing; Repayment. In accordance with Section 8.2(b)
(New Bonus Account) of the Credit Agreement, the Company shall be permitted to
use up to $568,000 of the funds held in the New Bonus Account for its immediate
cash needs on account of payroll and payroll taxes (which borrowing shall
constitute one of the four (4) borrowings permitted prior to the Maturity Date);
provided, however, that notwithstanding the requirement in Section 8.2(b) that
the Company shall replenish any and all of the New Bonus Account Funds so
borrowed in full in cash within thirty (30) days, the Company shall be permitted
on a one time basis to repay such funds on or before November 17, 2003. The
Agent's and Lenders' decision to permit repayment on November 17, 2003 is a
courtesy to the Company and does not reflect the Agent's and Lenders' intention,
or a commitment by the Agent and Lenders, to honor any such repayment extension
request in the future. Under the Credit Agreement, the Agent and Lenders are not
obligated to honor such repayment extension requests and do not intend to honor
any such requests in the future, unless the Agent and Lenders elect to do so in
their sole and absolute discretion. The Company's failure to replenish the New
Bonus Account funds in full in cash on or before November 17, 2003 shall
constitute an Event of Default under this Amendment, the Credit Agreement and
the Credit Documents.

                                      -6-
<PAGE>
         (b) Payments. Notwithstanding anything contained in Section 8.2(b) (New
Bonus Account) of the Credit Agreement or in any other provision of the Credit
Agreement or Credit Documents, the Company shall fund cash in an amount equal to
the Agreed Percentage (as defined in the Credit Agreement) of all employee
bonuses which are earned but unpaid on account of periods ended (i) July 2003,
August 2003 and September 2003, in each case on or before September 17, 2003;
and (ii) October 2003, November 2003 and December 2003, in each case on or
before December 17, 2003 (except any accrued bonuses not subject to this Section
or Section 8.2 of the Credit Agreement, as designated in their discretion by the
Agent and the Lenders in writing), which funds shall disbursed by the Company
only to fund such bonuses, and thereafter the Company shall deposit additional
cash into the New Bonus Account if additional bonuses are earned and/or accrued
and not immediately paid in accordance with Section 8.2 of the Credit Agreement.

         4. Consent to Second Amendment Junior Credit Participation Agreement.
In accordance with Section 15.2 of the Credit Agreement, each of the Company and
its Subsidiaries acknowledges that (i) on or before the date of this Amendment,
the Lenders shall sell a junior credit participation in the Term Loan to
Knowledge Universe in an aggregate amount of $7,500,000 ($5,000,000 previously
was paid and $2,500,000 shall be paid on the date hereof); (ii) Company's and
its Subsidiaries' consent to the sale of a junior credit participation is not
required under the Credit Agreement; and (iii) the Lenders' sale of the junior
credit participation in the Term Loan shall not affect their obligations for
repayment of the entire unpaid balance of the Credit Obligations (including, but
not limited to, any portion thereof in respect to which the junior credit
participation has been issued) in accordance with the terms of this Agreement or
any Credit Document and that the respective priorities, rights, obligations and
privileges of the Lenders and New Lender vis-a-vis each other shall be governed
by the Amended and Restated Junior Credit Participation Agreement attached
hereto as Exhibit 7(iv) (described below).

         5. Waiver Fee. The Company acknowledges and agrees that, as partial
consideration for the Agent's and Lenders' agreements and commitments hereunder,
the Company shall pay to the Agent, for distribution to each Lender (except for
Knowledge Universe, who waives any and all rights to such waiver fee in all
respects) in accordance with such Lender's proportionate share of the principal
amount of all outstanding Loans, a waiver fee in the amount of $187,500, which
fee shall be immediately earned in its entirety on the date hereof and paid in
cash or Cash Equivalents by the Company to the Agent by 2:00 p.m. on the dates
and in the amounts set forth in the table below:

<TABLE>
<CAPTION>
PAYMENT DATE             PAYMENT AMOUNT
------------             --------------
<S>                      <C>
August 15, 2003          $31,250, which installment shall be waived if the Loans
                         have been repaid in full in Cash Equivalents on or
                         before such date.

November 15, 2003        $31,250, which installment shall be waived if the Loans
                         have been repaid in full in Cash Equivalents on or
                         before such date.
</TABLE>

                                      -7-
<PAGE>
<TABLE>
<S>                      <C>
February 15, 2004        $31,250, which installment shall be waived if the Loans
                         have been repaid in full in Cash Equivalents on or
                         before such date.

May 16, 2004             $31,250, which installment shall be waived if the Loans
                         have been repaid in full in Cash Equivalents on or
                         before such date.

August 15, 2004          $31,250, which installment shall be waived if the Loans
                         have been repaid in full in Cash Equivalents on or
                         before such date.

November 15, 2004        $31,250, which installment shall be waived if the Loans
                         have been repaid in full in Cash Equivalents on or
                         before such date.
</TABLE>

         6. Waiver of Events of Default. Subject to satisfaction of the
conditions precedent set forth in Section 6 below, Agent and Lenders hereby
waive the Events of Default set forth on Schedule D-1 hereto (the "Specified
Events of Default"). The waiver herein is limited to the specifics hereof, shall
not excuse future non-compliance with the Credit Agreement, and, except as
expressly set forth herein, shall not operate as a waiver or an amendment of any
right, power, or remedy of Agent and Lenders, nor as a consent to or waiver of
any further or other matter, under the Credit Agreement or Credit Documents. The
Agent and Lenders expressly reserve all rights and remedies available to them as
a result of non-Specified Defaults or Events of Default.

         7. Conditions Precedent. Agent's and Lenders' obligations to enter into
this Amendment and perform their respective obligations hereunder are subject to
the condition precedent that the Agent and Lenders shall have received the
following documents and other items, satisfactory to Agent and Lenders in their
sole discretion, duly executed where appropriate by authorized representatives
of Company and its Subsidiaries:

         (a) Documentation. Agent and Lenders shall have received, in form and
substance satisfactory to Agent and Lenders and their counsel, a duly executed
copy of the following:

         (i) this Amendment.

         (ii) evidence satisfactory to Agent and Lenders that the execution,
delivery and performance of this Amendment have been duly authorized by all
necessary corporate action.

         (iii) Second Amended and Restated Warrants in favor of the Lenders as
to (a) Warrant Nos. 6 and 7 to purchase an aggregate of 1,418,351 shares of the
Company's Class A Common Stock at an exercise price of $0.86 per share, as
amended and restated substantially in the form of Exhibits 7(iii)(a)(i)-(ii)
attached hereto; and (b) Warrant Nos. 8 and 9 to purchase an aggregate of
400,000 shares of the Company's Common Stock at an exercise price of $0.60 per
share, substantially in the form of Exhibits 7(iii)(b)(i)-(ii) attached hereto.

                                       -8-
<PAGE>
         (iv) each of Knowledge Universe, Agent and Lenders shall have duly
authorized, executed and delivered a junior, last out participation by Knowledge
Universe, Inc. in the Term Loan in an amount of not less than $7,500,000 (as
described more fully in Section 4) in substantially the form of Exhibit 7(iv)
hereto, and Knowledge Universe shall have purchased and fully paid for such
participation.

         (v) such additional documents, instruments and certificates as the
Agent and Lenders and their counsel shall reasonably require in connection
therewith, all in form and substance satisfactory to the Agent and Lenders and
their counsel.

         (b) Payments. Payment of all accrued but unpaid interest and all
accrued but unreimbursed expenses, fees and other charges incurred by Lenders
through the closing date, including, without limitation, attorneys' fees and
expenses.

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

         (d) No Litigation. Except as set forth on Schedule A hereto and
consented to by the Agent and Lenders, there is not litigation, arbitration,
proceeding or investigation pending, or to the knowledge of the Company's or its
Subsidiaries' officers, threatened against Company or any of its Subsidiaries
that, if adversely determined would result in a material judgment not fully
covered by insurance or that would otherwise have a material adverse effect on
the assets, business or prospects of Company of any of its Subsidiaries.

         8. Conditions Subsequent. In addition to the foregoing, the Company
hereby agrees that it shall deliver to Agent an amendment to that certain
Irrevocable Letter of Credit dated April 16, 2001, as amended through the date
of this Amendment (to update the reference to Agent's mail stop number) on or
before August 18, 2003. A failure to timely satisfy the condition contained in
this Section 8 shall immediately constitute an Event of Default under the Credit
Documents.

         9. Acknowledgment of Credit Obligations. Company hereby acknowledges
and agrees that it is unconditionally liable to Agent and Lenders for the full
and immediate payment of each of the Credit Obligations under the Credit
Obligations and Credit Documents, including, without limitation, the
"Obligations" set forth on Schedule B attached hereto and incorporated herein by
reference, plus all charges, fees, costs and expenses that may arise under the
Credit Agreement and Credit Documents, plus all attorneys' fees, disbursements
and costs of collection incurred in connection with such Credit Obligations by
Agent and Lenders and that Company does not have any defenses, counterclaims or
set-offs with respect to the full and immediate payment and performance of any
or all obligations under the Credit Agreement, Credit Document or the Credit
Obligations.

         10. Enforceability of Obligations; Acknowledgment of Events of Default.
Company agrees that (i) the Credit Agreement and Credit Documents are in full
force and effect, and enforceable against Company in accordance with their
respective terms; (ii) the existing Events of Default under the Credit Agreement
and Credit Documents constitute material defaults under the Credit Documents;
(iii) any notices that might be given and any grace periods or cure periods
which must expire, prior to Agent and Lenders exercising any of their rights and
remedies in

                                      -9-
<PAGE>
connection with the Credit Agreement or Credit Documents, have been given,
complied with and expired and, in any event, are hereby waived and relinquished
by Company; and (iv) Agent and Lenders have not waived or relinquished and by
executing this Amendment Agent and Lenders shall not be deemed to have waived or
relinquished any of their rights or remedies under the Credit Agreement or
Credit Documents, all of which rights and remedies are in full force and effect,
are fully available to Agent and Lenders, and are expressly reserved by Agent
and Lenders.

         11. Representations and Warranties. Company makes the following
representations and warranties:

         (a) Authority. Company and its Subsidiaries are duly organized, validly
existing and in good standing under the laws of their organization and in each
jurisdiction where Company or its Subsidiaries are required to be qualified to
do business. Company and its Subsidiaries are duly authorized to enter into, and
perform its obligations under this Amendment and the agreements, instruments and
documents contemplated hereby. The execution, delivery and performance by
Company and its Subsidiaries of this Amendment will not violate Company's or it
Subsidiaries' charters, partnership agreements, or operating agreements, any law
or any provision thereof, nor (except under the Credit Agreement and Credit
Documents) are there any grounds for acceleration under, any agreement, note, or
instrument which is binding upon Company or its Subsidiaries.

         (b) No Misrepresentations. Without limiting any rights or remedies
Agent and Lenders may have under law or equity, Company agrees that all
statements and information provided by Company to Agent and Lenders pursuant to,
or in connection with, this Amendment or the negotiations leading to this
Amendment, have been and are true, complete and correct in all material
respects, and none of such items contain any omissions of any fact or matter
necessary to keep the statements and information therein from being misleading.

         12. Release of Claims. In consideration for Agent and Lenders entering
into this Amendment, Company and its Subsidiaries hereby release and forever
discharge Agent and Lenders, and their respective successors, assigns, agents,
shareholders, directors, officers, employees, agents, attorneys, parent
corporations, subsidiary corporations, affiliated corporations, affiliates, and
each of them, from any and all claims, debts, demands, obligations, costs,
expenses, actions and causes of action, of every nature and description, known
and unknown, whether or not related to the subject matter of this Amendment,
which Company or its Subsidiaries now has or at any time may have held, by
reason of any matter, cause or thing occurred, done, omitted or suffered to be
done prior to the date of this Amendment. Company and its Subsidiaries waive the
benefits of any law, which may provide in substance: "A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor." Company and its
Subsidiaries understand that the facts which they believe to be true at the time
of making the release provided for herein may later turn out to be different
than they now believe, and that information which is not known or suspected may
later be discovered. Company and its Subsidiaries accept this possibility, and
Company and its Subsidiaries assume the risk of the facts turning out to be
different and new information being discovered; and Company and its Subsidiaries
further agree that the release provided for herein shall in all respects
continue to be effective and not subject to termination or rescission because

                                      -10-
<PAGE>
of any difference in such facts or any new information. This release is fully
effective on the date of execution hereof. Agent and Lenders are not releasing
Company or its Subsidiaries from any claims, debts, Credit Obligations,
obligations, guarantees, demands, costs, expenses, actions or causes of action.

         13. General Provisions.

         (a) Integration; Amendment; Waivers. This Amendment, the Credit
Agreement and Credit Documents set forth in full all of the terms of the
agreement between the parties and are intended as the full, complete and
exclusive contract governing the relationship between the parties, superceding
all other discussions, promises, representations, warranties, agreements and the
understandings between the parties with respect thereto. No term of this
Amendment or the Credit Agreement or Credit Documents may be modified or
amended, nor may any rights thereunder be waived, except in a writing signed by
the party against whom enforcement of the modification, amendment or waiver is
sought. Any waiver of any condition in, or breach of, any of the foregoing in a
particular instance shall not operate as a waiver of other or subsequent
conditions or breaches of the same or a different kind. Agent's and Lenders'
exercise or failure to exercise any rights under any of the foregoing in a
particular instance shall not operate as a waiver of its right to exercise the
same or different rights in subsequent instances. Except as expressly provided
to the contrary in this Amendment, or in another written agreement, all the
terms, conditions, and provisions of the Credit Agreement and Credit Documents
shall continue in full force and effect. This Amendment shall constitute a
Credit Document.

         (b) Payment of Expenses. Without limiting the terms of the Credit
Agreement or Credit Documents, Company or its Subsidiaries shall pay all costs
and expenses incurred by or on behalf of Agent and Lenders (including, without
limitation, reasonable attorneys' fees and expenses and costs of collection)
arising under or in connection with this Amendment or the Credit Agreement or
the Credit Documents, including, without limitation, in connection with (i) the
negotiation, preparation, execution and delivery of this Amendment and the
Credit Documents, and any and all consents, waivers or other documents or
instruments relating thereto; (ii) the filing and recording of any other
documents or instruments of further assurances filed or recorded in connection
with the Credit Agreement or any Credit Document; (iii) any other action
required in the course of administration hereof, including, but not limited to
all fees and expenses arising out of any audits, appraisals, inspections; and
(iv) the defense or enforcement of the Credit Agreement and Credit Documents,
whether or not there is any litigation between the parties. All costs and
expenses shall be added to the Credit Obligations, as Agent and Lenders shall
determine, and shall earn interest at the highest rate provided for under the
Credit Agreement and Credit Documents.

         (c) No Third Party Beneficiaries. This Amendment does not create, and
shall not be construed as creating, any rights enforceable by any person not a
party to this Amendment.

         (d) Severability. If any provision of this Amendment is held by a court
of competent jurisdiction to be invalid, illegal or unenforceable, the remaining
provisions of this Amendment shall nevertheless remain in full force and effect.

                                      -11-
<PAGE>
         (e) Counterparts; Telecopy Execution. This Amendment may be executed in
any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be an original,
and all of which, when taken together, shall constitute but one and the same
Amendment. Delivery of an executed counterpart of this Amendment by telecopy
shall be equally as effective as delivery of an original executed counterpart of
this Amendment. Any party delivering an executed counterpart of this Amendment
by telecopy also shall deliver an original executed counterpart of this
Amendment but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Amendment. The
foregoing shall apply to each other Credit Document mutatis mutandis.

         (f) Time of Essence. Time is of the essence in each of the obligations
of Company and its Subsidiaries and with respect to all conditions to be
satisfied by Company and its Subsidiaries.

         (g) Construction; Voluntary Agreement. This Amendment has been prepared
through the joint efforts of all of the parties. Neither its provisions nor any
alleged ambiguity shall be interpreted or resolved against any party on the
ground that such party's counsel was the drafter of this Amendment. Each of the
parties declares that such party has carefully read this Amendment and the
agreements, documents and instruments being entered into in connection herewith
and that such party knows the contents hereof and has signed this Amendment
freely and voluntarily. The parties hereto acknowledge that they have been
represented in negotiations for and preparation of this Amendment and the
agreements, documents and instruments being entered into in connection herewith
by counsel of their own choosing, and that each of them has read the Amendment
and had its contents fully explained by such counsel and is fully aware of its
contents and legal effect.

         (h) Governing Law; Forum Selection. This Amendment has been entered
into and shall be governed by the laws of the Commonwealth of Massachusetts. As
a material part of the consideration to the parties for entering into this
Amendment, each party (i) agrees that, at the option of Lender, all actions and
proceedings based upon, arising out of or relating in any way directly or
indirectly to, this Amendment, the Credit Agreement, or the Credit Documents,
shall be litigated exclusively in federal or state courts located in Suffolk
County, Massachusetts; (ii) consents to the jurisdiction of any such courts and
consent to the service of process in any such action or proceeding (whether or
not litigated in courts located in Suffolk County, Massachusetts) by personal
delivery or any other method permitted by law; and (iii) waives any and all
rights to transfer or change the venue of any such action or proceeding to any
court located outside Suffolk County, Massachusetts.

         (i) Further Assurances. Company and its Subsidiaries agree, at their
costs and expense, to take all further actions, execute all further documents,
agreement or instruments and obtain such additional consents and approvals as
Agent and Lenders may from time to time request, in their discretion, with
respect to the purposes, terms, and conditions of this Amendment and the Credit
Agreement and Credit Documents and the consummation of the transactions
contemplated by this Amendment.

                                      -12-
<PAGE>
         (j) Notices. All notices, requests and demands to or upon the parties
hereto shall be given in accordance with the Credit Agreement, as amended by
this Amendment.

         (k) Acknowledgment of Guarantors. Each Guarantor, for value received,
hereby assents to the Company's execution and delivery of this Amendment, and
the performance by Company of its agreements and obligations hereunder. This
Amendment and the performance or consummation of any transaction that may be
contemplated under this Amendment, shall not limit, restrict, extinguish or
otherwise impair any Guarantor's liabilities and obligations to Agent and
Lenders under its respective Guaranty and Security Agreement. Each Guarantor
acknowledges and agrees that (i) its respective Guaranty and Security Agreement
remains in full force and effect and is fully enforceable against such Guarantor
in accordance with its terms; and (ii) it has no offsets, claims or defenses to
or in connection with its obligations under its respective Guaranty and Security
Agreement, all of which offsets, claims and/or defenses are hereby waived.

         (l) Acknowledgement of Junior Creditor. Junior Creditor, for value
received, hereby assents to the Company's execution and delivery of this
Amendment, and the performance by Company of its agreements and obligations
hereunder. This Amendment and the performance or consummation of any transaction
that may be contemplated under this Amendment, shall not limit, restrict,
extinguish or otherwise impair Junior Creditor's liabilities and obligations to
Agent and Lender under the Subordination Agreement. Junior Creditor acknowledges
and agrees that (i) its Subordination Agreement remains in full force and effect
and is fully enforceable against Junior Creditor in accordance with its terms;
and (ii) it has no offsets, claims or defenses to or in connection with its
obligations under its respective Subordination Agreement, all of which offsets,
claims and/or defenses are hereby waived.

                            [SIGNATURE PAGES FOLLOW]

                                      -13-
<PAGE>
Executed under seal on the date set forth above.

                            COMPANY:

                            NEXTERA ENTERPRISES, INC.
                            One Cambridge Center
                            Cambridge, MA  02142
                            Telecopy:  (617) 715-0201


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


                            SUBSIDIARIES AND GUARANTORS:

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

                            By: /s/ Michael P. Muldowney
                               ______________________________
                               Name:  Michael P. Muldowney
                               Title: Officer

                           As an authorized officer of each of the foregoing
                           corporations or limited liability companies.

                                      -14-
<PAGE>
                           AGENT AND LENDER:

                           FLEET NATIONAL BANK


                           By: /s/ Fred P. Lucy
                              -------------------------
                                Name:    Fred P. Lucy
                                Title:   Vice President

                           FLEET NATIONAL BANK
                           100 Federal Street
                           MA DE 1006A
                           Boston, Massachusetts 02110
                           Telecopy: (617) 434-4775

                                      -15-
<PAGE>
                           LENDER:

                           BANC OF AMERICA STRATEGIC
                           SOLUTIONS, INC.

                           By: /s/ Bill Crawford
                              ____________________________
                              Name:   Bill Crawford
                              Title:  Managing Director


                           BANC OF AMERICA STRATEGIC
                           SOLUTIONS, INC.
                           335 Madison Avenue
                           NY1-503-05-06
                           New York, NY  10017-4605
                           Telecopy: (212) 503-7080

                                      -16-
<PAGE>
                           TERMS AND CONDITIONS
                           ACKNOWLEDGED, AGREED AND
                           CONSENTED TO:

                           AS JUNIOR CREDITOR, GUARANTOR AND OBLIGOR:

                           KNOWLEDGE UNIVERSE, INC.


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

                           Address:    Maron & Sandler
                                       Attn: Stan Maron
                                       1250 4th Street
                                       Suite 550
                                       Santa Monica, CA 90401

                                      -17-
<PAGE>
                                   SCHEDULE A

                                  (Litigation)

Attached.

                                      -18-
<PAGE>
                                   SCHEDULE B

                                  (Obligations)

                     (Unpaid Principal as of July 16, 2003)*

<TABLE>
<S>                                         <C>
Revolving Credit Loans:                     $3,000,000

Term Loans:                                 $22,600,320.68

Letters of Credit:                          $0
</TABLE>

*plus (i) any monies loaned to the Company under the Credit Agreement in
connection with any junior credit participation agreement(s); and (ii) all
accrued and accruing interest, costs, fees, attorneys' fees and disbursements
and other charges as provided under the Credit Agreement and/or Credit
Documents.

                                      -19-
<PAGE>
                                  SCHEDULE D-1
                          (Specified Events of Default)

         1. Leverage Ratio. Company failed to maintain a ratio of (a)
Consolidated Total Senior Debt to (b) Consolidated EBITDA of less than 3.75:1.00
for the period ending June 30, 2003, in violation of Section 10.5.1 of the
Credit Agreement.

         2. Current Ratio. Company failed to maintain a ratio of Consolidated
Current Assets to Consolidated Current Liabilities of at least 1.3:1.00 for the
period ending June 30, 2003, in violation of Section 10.5.2 of the Credit
Agreement.

                                      -20-
<PAGE>
                                 EXHIBIT 11.1.1.
                           (Organization and Business)

Attached.

                                      -21-
<PAGE>
                                 EXHIBIT 11.1.2
                               (U.S. Subsidiaries)

Attached.

                                      -22-
<PAGE>
                            EXHIBIT 7(iii)(a)(i)-(ii)
               (Second Amendment and Restated Warrants - 6 and 7)

Attached.

                                      -23-
<PAGE>
                            EXHIBIT 7(iii)(b)(i)-(ii)
               (Second Amendment and Restated Warrants - 8 and 9)

Attached.

                                      -24-
<PAGE>
                                  EXHIBIT 7(iv)
                     (Junior Credit Participation Agreement)

Attached.

                                      -25-