NEXTERA ENTERPRISES INC
EXHIBIT 10.9
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>15
<FILENAME>a86813exv10w9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
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                                                                    EXHIBIT 10.9

                   SECOND AMENDED AND RESTATED REVOLVING NOTE

RN-1                                                   Dated:  December 31, 2002

         FOR VALUE RECEIVED, the undersigned NEXTERA ENTERPRISES, INC., a
Delaware corporation (the "Borrower"), hereby promises to pay to the order of
Fleet National Bank (the "Lender") or registered assigns, on the Maturity Date,
the aggregate unpaid principal amount of the loans made by the Lender to the
Borrower as part of the Revolving Loan pursuant to the Second Amended and
Restated Credit Agreement referred to below. The Borrower promises to pay
interest from the date hereof, computed as provided in such Credit Agreement, on
the aggregate principal amount of such loans from time to time unpaid at the per
annum rate applicable to such unpaid principal amount as provided in such Credit
Agreement, except that all accrued interest shall be paid at the stated or
accelerated maturity hereof or upon the prepayment in full hereof.

         Payments hereunder shall be made to Fleet National Bank, as agent for
the Lender, at 100 Federal Street, Boston, Massachusetts 02110.

         All loans made by the Lender as part of the Revolving Loan pursuant to
the Second Amended and Restated Credit Agreement referred to below and all
repayments of the principal thereof shall be recorded by the Lender and, prior
to any transfer hereof, appropriate notations to evidence the foregoing
information with respect to each such loan then outstanding shall be endorsed by
the Lender on the schedule attached hereto or on a continuation of such schedule
attached to and made a part hereof; provided, however, that the failure of the
Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrower under this Note, such Second Amended and Restated
Credit Agreement or any other Credit Document.

         This Note evidences borrowings under, and is entitled to the benefits
of, and is subject to the provisions of, the Second Amended and Restated Credit
Agreement dated as of March December 31, 2002, as from time to time in effect
(the "Second Amended and Restated Credit Agreement"), among the Borrower,
certain of its Affiliates, the Lender and certain other parties. The principal
of this Note is prepayable in the amounts and under the circumstances set forth
in the Second Amended and Restated Credit Agreement, and may be prepaid in whole
or from time to time in part, all as set forth in the Second Amended and
Restated Credit Agreement. Terms defined in the Second Amended and Restated
Credit Agreement are used herein with the meanings so defined.

         In case an Event of Default shall occur and be continuing, the entire
principal of this Note may become or be declared due and payable in the manner
and with the effect provided in the Credit Agreement.

         This Note shall be governed by and construed in accordance with the law
(other than the conflict of laws rules) of The Commonwealth of Massachusetts.

         The Borrower hereby waives presentment, demand, notice, protest and all
other demands and notices in connection with the delivery, acceptance,
performance and enforcement of this Note, except as specifically otherwise
provided in the Second Amended and Restated Credit Agreement, and assents to
extensions of time of payment, forbearance or other indulgence without notice.

         This Note amends and restates in its entirety the Revolving Note, dated
March 29, 2002 (the "Prior Revolving Note"), made by the Borrower to the order
of the Lender. The Loan evidenced by the Prior Revolving Note will remain
outstanding as of the date hereof and will constitute a continuing Credit
Obligation hereunder and shall continue to be secured by the Credit Security.
The execution and delivery
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of this Second Amended and Restated Revolving Note shall not be deemed to
evidence or result in a novation or repayment and re-borrowing of the Loan
evidenced by the Prior Revolving Note.

                                         NEXTERA ENTERPRISES, INC.



                                         By: /s/ Michael P. Muldowney
                                            ------------------------------------
                                            Name: Michael P. Muldowney
                                            Title: CFO
                                            Date: December 31, 2002


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