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                                                                  Exhibit 10.22


                               BINDING TERM SHEET
                             Management Incentives

A.      If the entire company is sold for cash or liquid equivalents in one or
     more contiguous transactions:

     1.   The sale(s) must be completed in such a fashion that the
          entire bank debt has been paid in full on or before December 15, 2001
          as a condition to payment of any management incentives; provided that,
          in the event that a detailed term sheet or an agreement has been
          executed for any such sale and the transaction closes on or before
          January 31, 2001, said date for paying the bank debt will be extended
          until the date of such closing, provided that any loss or damage
          incurred by the company as a result of paying the bank debt after
          December 15, 2001 shall be deducted from the initial incentive
          payments to be made.

     2.   Best efforts will be made to have purchaser(s) assume the
          existing employment agreements of CEO, COO and CFO with salary
          continuation or severance paid in accordance with those agreements.
          In the event that any such agreements are not assumed as aforesaid,
          and if Nextera is unable to fund the obligations under such employment
          agreements, and if employment is not otherwise offered to the CEO, COO
          or CFO upon terms comparable to his existing agreement, then the CEO,
          COO and/or CFO, as applicable, will be given 9 month agreements with
          Knowledge Universe or an affiliate of Knowledge Universe to serve in a
          consulting or employment capacity, as determined by Knowledge
          Universe, at existing base pay level, plus medical benefits.  The
          obligation to pay medical benefits may be satisfied by paying the
          premiums on existing policies extended through COBRA.

     3.   Management incentives replace any annual bonus provided for
          in the employment agreements, except as provided in C below.

     4.   The management incentive formula will be as follows:

          a)  5% of the first $10MM of proceeds realized by Nextera after
              payment of bank debt ("net proceeds").

          b)  6% of the next $10MM of net proceeds.

          c)  7% of the next $10MM of net proceeds.

          d)  8% of the next $10MM of net proceeds.

          e)  9% of the next $10MM of net proceeds.

          f)  4% of the balance of net proceeds, not to exceed $1MM.

     5.    Management incentive bonus to be paid from proceeds of such sale as
           follows:

          a)  $1MM, or if the total incentive bonus is less than $1MM,
              the total incentive bonus, to be paid in cash, as soon as
              practical after closing.

          b)  An additional $500,000 shall be paid in cash in the event
              that such payment is deemed by directors of the company not to
              impair the operations or otherwise adversely affect other
              obligations of the company at the time.

          c)  The balance shall be paid in cash on a pro rata basis with
              the retirement of the subordinated debt of the company, provided
              that, in the event that the payment
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          dates on the subordinated debt are extended, interest shall accrue on
          said balance at a rate equal to the rate on the subordinated debt from
          the date of such extension until the date paid.

B.      If only certain assets or divisions are sold:

          1.   The sale(s) must be completed in such as fashion that the
               entire bank debt has been paid in full or refinanced on or before
               December 15, 2001 as a condition to payment of any management
               incentives; provided that, in the event that a detailed term
               sheet or an agreement has been executed for any such sale and the
               transaction closes on or before January 31, 2002, said date for
               paying the bank debt will be extended until the date of such
               closing, provided that any loss or damage incurred by the company
               as a result of paying the bank debt after December 15, 2001 shall
               be deducted from the initial incentive payments to be made.

          2.   Best efforts will be made to have purchaser(s) assume the
               existing employment agreements of CEO, COO and CFO with salary
               continuation or severance paid in accordance with those
               agreements. In the event that any such agreements are not assumed
               as aforesaid, and if Nextera is unable to fund the obligations
               under such employment agreements, and if employment is not
               otherwise offered to the CEO, COO or CFO upon terms comparable to
               his existing agreement, then the CEO, COO and/or CFO, as
               applicable, will be given 9 month agreements with Knowledge
               Universe or an affiliate of Knowledge Universe to serve in a
               consulting or employment capacity, as determined by Knowledge
               Universe, at existing base pay level, plus medical benefits.  The
               obligation to pay medical benefits may be satisfied by paying the
               premiums on existing policies extended through COBRA.

          3.   Management incentives replace any annual bonus provided for in
               the employment agreements, except as provided in C below.

          4.   The management incentive bonus shall equal 8% of the
               capitalized value of the surviving entity based upon the average
               stock price for 45 days following completion of the sale of
               assets and the payment of the bank debt, but in no event shall
               said amount be less than $1MM nor more than $4MM.

          5.   The management incentive bonus shall be paid as follows:

               a)   $1MM to be paid in cash, as soon as practical after
                    closing(s).

               b)   An additional $500,000 shall be paid in cash in the event
                    that such payment is deemed by directors of the company not
                    to impair the operations or otherwise adversely affect other
                    obligations of the company at the time.

               c)   The balance shall be on a pro rata basis with the
                    retirement of the subordinated debt of the company, provided
                    that, in the event that the payment dates on the
                    subordinated debt are extended, interest shall accrue on
                    said balance at a rate equal to the rate on the subordinated
                    debt from the date of such extension until the date paid; or
                    by delivery of freely tradable common stock in the resulting
                    company based upon 95% of the average stock price for the 45
                    days following the date of completion of the transaction, at
                    the employee's option.

C.   If neither of the events referred to in A or B above takes place, then the
     CFO and COO shall receive a percentage of their respective targeted
     bonuses, as determined by the CEO, in an amount equal to the percentage of
     the targeted bonus set forth in the CEO's employment agreement which is
     paid to the CEO for the CEO's employment agreement which is paid to the CEO
     for 2001.  The compensation committee of the Board of Directors shall
     accept any recommendations made by the CEO, as long as there is a
     reasonable basis for such
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     recommendations.  If the amount of the discretionary bonuses computed
     pursuant to this paragraph C is greater than the management incentives set
     forth in A or B above, then the CEO, COO and CFO shall be entitled to
     receive said discretionary bonus in lieu of the management incentive bonus
     set forth in A and B above, and this document shall be or no further force
     or effect.  Bonuses (if any) of the CEO, COO and CFO shall be payable by
     February 28, 2002 or as soon as practical thereafter.

D.   The CEO, COO, and CFO will be entitled to participate in the management
     incentives provided for herein on the following basis.

     David M. Schneider      58%
     Vincent C. Perro        28%
     Michael P. Muldowney    14%

E.   Each manager referred to above will be entitled to receive a share of the
     management incentives provided for herein if he is an employee of Nextera
     or an affiliate of Knowledge Universe at the time the sale transactions are
     consummated or if any such employment is theretofore terminated for any
     reason other than either cause (as defined in the manager's existing
     employment agreement) or voluntary termination (it being agreed that
     continued employment of the manager by the purchaser of certain assets or
     divisions of Nextera shall not be deemed to involve a termination of
     employment).


                                        NEXTERA ENTERPRISES, INC.

                                        By:   /s/ Richard V. Sandler
                                        ----------------------------
                                        Richard V. Sandler, Chairman
                                        Special Committee - Board of
                                           Directors



/s/ David M. Schneider
------------------------
David M. Schneider



/s/ Vincent C. Perro
------------------------
Vincent C. Perro



/s/ Michael P. Muldowney
------------------------
Michael P. Muldowney