EXHIBIT 10.14 SECOND AMENDED AND RESTATED LIMITED GUARANTY AGREEMENT

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EXHIBIT 10.14

SECOND AMENDED AND RESTATED LIMITED GUARANTY AGREEMENT

(Knowledge Universe Capital Co. LLC)

W I T N E S S E T H :

WHEREAS, Nextera Enterprises, Inc., a Delaware corporation ("Company") has

entered into an Second Amended and Restated Credit Agreement dated December 31,

2002 (the "Second Amended and Restated Credit Agreement") with Fleet National

Bank, a national banking association, as agent (the "Agent") for itself as a

lender and the other lenders party thereto (the "Lenders"), and other

instruments, agreements and documents (as the same may be amended, modified,

changed, extended or renewed from time to time, the "Credit Documents"),

providing, subject to the terms and conditions thereof, for loans and other

credit accommodations to be made by the Agent and Lenders to the Company;

WHEREAS, the undersigned guarantor (the "Guarantor") is an affiliate of

Company and has entered into transactions with the Company, such that the

Agent's and Lenders' agreement to provide loans and other credit accommodations

to the Company will benefit the Guarantor;

WHEREAS, as a condition to Agent's and Lenders' entering into the Second

Amended and Restated Credit Agreement, Agent and Lenders have required that the

Guarantor guarantee the full and prompt payment and performance of all

obligations of the Company to Agent and Lenders under the Credit Documents,

subject to the limitations contained in Section 3 hereof;

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, and in consideration of any and all

loans, advances, and extensions of credit now or hereafter made or extended by

Agent and Lenders to, for the account of or on behalf of the Company, Guarantor

hereby agrees as follows. Capitalized terms not otherwise defined herein shall

have the meanings given in the Credit Documents.

1. Guaranty. Subject to Section 3 hereof, Guarantor hereby and

unconditionally and absolutely guarantees to Agent and Lender the full and

prompt payment and performance by the Company of all Loans, liabilities,

indebtedness and all other obligations which the Company now or hereafter may

have to Agent and Lenders under any and all Credit Documents, whether now

existing or hereafter arising, direct or indirect, absolute or contingent,

matured or unmatured, liquidated or unliquidated, secured or unsecured

including, without limitation, the full and prompt payment when due of all

principal, interest, charges, fees, costs and expenses and all other sums which

the Company may now or hereafter owe to Agent and Lenders arising under the

Credit Documents (including, without limitation, any interest which accrues

after the commencement of any case, proceeding or other action relating to the

bankruptcy, insolvency or reorganization of Company, whether or not allowed or

allowable as a claim in any such case, proceeding or other action) and hereby

agrees to indemnify Agent and Lenders against any expenses they may incur as a

result of the enforcement or attempted enforcement by, or on behalf of, the

Agent and Lenders of any of their rights and remedies under the Credit Documents

(collectively, the "Credit Obligations").

2. Guaranty Unconditional. Subject to Section 3 hereof, this Guaranty is a

continuing, unconditional and absolute guaranty of payment and performance. The

obligations of the Guarantor hereunder are primary, with no recourse necessary

by Agent or Lenders against the Company or any collateral given to secure the

Credit Obligations guaranteed hereby prior to proceeding against the Guarantor

hereunder. If for any reason any installment or any other sum or indebtedness

now or hereafter owing by the Company to Agent or Lenders shall not be paid when

due, Guarantor will forthwith pay such sum to Agent and Lenders, without regard

to any counterclaim, set-off, deduction or defense of any kind which the Company

or Guarantor may have or assert, and without abatement, suspension, deferment or

reduction on account of any occurrence whatsoever. The Guarantor hereby waives

notice of and consent to all of the provisions of the Credit Documents, to any

amendments thereof, to any actions taken thereunder, and to the execution by the

Company of the above-referenced Credit

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Documents and of any other agreements, documents and instruments now or

hereafter executed by the Company in connection therewith. The Guarantor further

waives the following: notice of incurring of indebtedness and obligations by the

Company; acceptance of this Guaranty by Agent and Lenders; presentment and

demand for payment, protest, notice of protest and notice of dishonor or

non-payment of any instrument evidencing the Credit Obligations; any right to

require suit against the Company or any other party before enforcing this

Guaranty; any right to have security applied before enforcing this Guaranty; all

rights and claims of subrogation, reimbursement, indemnity, contribution, and

like claims and rights as against the Company and each other guarantor to the

extent such rights and claims arise out of or in connection with the Credit

Obligations; all defenses which might constitute a legal or equitable discharge

of a surety or guarantor; and all other notices and demands otherwise required

by law which the Guarantor may lawfully waive. Guarantor agrees that in the

event this Guaranty is enforced by suit or otherwise, Guarantor will reimburse

Agent and Lenders upon demand for all expenses incurred in connection therewith,

including without limitation, reasonable attorneys' fees and expenses.

3. Limitations.

(a) Monetary Limitation. Notwithstanding anything to the contrary

contained herein, (i) the liability of the Guarantor hereunder shall be limited

to the lesser of: (a) the Credit Obligations; or (b) the sum of (x) Two Million

Five Hundred Thousand Dollars ($2,500,000), plus (y) all costs and expenses

(including reasonable attorneys' fees and disbursements) incurred by the Agent

or Lenders in connection with the enforcement of their rights and remedies under

this Guaranty; and

(b) Time Limitation. Notwithstanding anything to the contrary contained

herein, Guarantor shall not be required to make any payment of any amounts owed

by Guarantor hereunder, and no demand, draw, presentment or other request for

payment shall be made under or against the Irrevocable Letter of Credit issued

in the form of Exhibit 7.1.1 to the Second Amended and Restated Credit Agreement

in the original face amount of $2,500,000 ("Guarantor L/C"), until one or more

of the following has occurred:

(i) Agent has made demand upon Company (which demand shall be

made in accordance with Section 18 of the Second Amended and Restated Credit

Agreement, with a copy to Guarantor) to pay or perform obligations under the

Second Amended and Restated Credit Agreement, upon or following an Event of

Default (as defined in the Second Amended and Restated Credit Agreement), and

sixty (60) days have elapsed; or

(ii) there has occurred a financial covenant Default or Event

of Default, and sixty (60) days have elapsed since the earlier of the delivery

or scheduled delivery to Lenders or Agent of the Company's financial statements;

or

(iii) Company has failed to make any payment when due to

Lenders or Agent under the Second Amended and Restated Credit Agreement or the

Credit Documents (as defined in the Second Amended and Restated Credit

Agreement), and thirty (30) days have elapsed; or

(iv) a Bankruptcy Default (as defined in the Second Amended

and Restated Credit Agreement), and sixty (60) days have elapsed; or

(v) January 1, 2005.

4. Subordination. Payment of all amounts now or hereafter owed to

Guarantor by Company in respect of this Guaranty are hereby subordinated in

right of payment to the indefeasible payment in full to Agent and Lenders of the

Credit Obligations and all such amounts and any collateral security therefor are

hereby assigned to Agent and Lenders as collateral security for the Credit

Obligations. The Company shall not, directly or indirectly, by payment,

distribution, set-off, recoupment or otherwise, pay or distribute any cash,

securities or other property on account of any of such indebtedness owed to

Guarantor by Company in respect of this Guaranty (except for Distributions of

PIK Interest) until the indefeasible payment in full to Agent and Lenders of the

Credit Obligations.

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5. Waiver. Guarantor's obligations hereunder shall not be released,

discharged, terminated or impaired in any manner whatsoe