NEXTERA ENTERPRISES INC
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>14
<FILENAME>a86813exv10w8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.8

                                    AGREEMENT

         THIS AGREEMENT (the "Agreement") is entered into on December 31, 2002
by and between, on the one hand, Nextera Enterprises Inc., a Delaware
corporation ("the Company") and Lexecon, Inc., an Illinois corporation
("Lexecon") (collectively, the "Group") and, on the other hand, Daniel R.
Fischel ("Mr. Fischel").

         WHEREAS, Mr. Fischel and Lexecon are parties to a Confidentiality and
Proprietary Rights Agreement (the "Confidentiality Agreement") and Mr. Fischel,
the Company and Lexecon are parties to a Contribution Agreement (the
"Contribution Agreement") both dated as of December 31, 1998, pursuant to which
Mr. Fischel made certain covenants to the Company and Lexecon, regarding
confidentiality, non-competition and other matters;

         WHEREAS, the non-competition covenant and certain related covenants in
the Contribution Agreement will expire on December 31, 2002;

         WHEREAS, Mr. Fischel is a key service provider to the Group and the
Group deems Mr. Fischel's service and covenants to be material and significant
to the Group's success; and

         WHEREAS, Mr. Fischel and the Group have agreed to the terms of his
services relationship with the Group, for the period of time and subject to the
provisions as set forth in this Agreement;

         NOW, THEREFORE, the parties hereto agree as follows:

         1.       Confidential Information and Proprietary Rights.

         (a)      Access to Confidential Information. Mr. Fischel's services
previously rendered to Lexecon have placed him in a position of confidence and
trust with the Group and have allowed and may continue to allow him access to
Confidential Information. As used herein, "Confidential Information" shall mean
information and compilations of information relating to the business of the
Group including, but not limited to, information regarding any trade secrets,
proprietary knowledge, operating procedures, finances, financial condition,
organization, employees, customer lists, client lists, suppliers, distributors,
agents, and other personnel, business activities, budgets, strategic or
financial plans, objectives, marketing plans, documents, products, services,
price and price lists, operating and training materials, data bases and analyses
and all other documents relating thereto or strategies of the Group. However,
Confidential Information will not include any information which is or becomes
available in the public domain or which is or becomes known to the public or the
industry by any means other than disclosure by Mr. Fischel or Dennis W. Carlton
("Mr. Carlton").

         (b)      Covenant as to Nondisclosure or Use of Confidential
Information. Mr. Fischel agrees that he will maintain the Confidential
Information in strictest confidence and, unless required to do so by legal
process (such as subpoena), not disclose to any individual or business
enterprise of any nature, or use for his own personal use or financial gain,
whether individually or on behalf of another person, firm, corporation or
entity, any Confidential Information. Without limiting the generality of the
foregoing, Mr. Fischel agrees that the Group's agreements with other persons may
include agreements that impose obligations or restrictions regarding the
confidential nature of work pursuant to such an agreement. Mr. Fischel agrees to
be bound by all such obligations and restrictions made known to him, and to do
whatever is reasonably necessary to satisfy such obligations of the Group. In
the event Mr. Fischel is required by legal process to disclose any Confidential
Information, he shall give prompt notice thereof to the Company to allow the
Company to object to such process, obtain a protective order or take other
reasonable action.
<PAGE>
         (c)      Assignment of Inventions. To the maximum extent permitted by
law, Mr. Fischel shall assign and transfer to the Company his entire right,
title and interest in and to all inventions including, but not limited to,
designs, discoveries, inventions, improvements, formulas, ideas, devices,
techniques, processes, writings, trade secrets, trademarks, trademark
applications, patents, copyrights and all other intellectual property rights
including but not limited to notes, records, reports, software, plans, memoranda
and other tangible information relating to such intellectual property, whether
or not subject to protection under applicable laws, which he solely or jointly
with others conceived, made or acquired at any time during his employment with
the Group and which relate in any manner to the actual or demonstrably
anticipated business, products, processes, work, operations, research and
development or other activities of the Group, or result from any work performed
by Mr. Fischel for or on behalf of the Group ("Inventions"), but excluding those
developed in connection with his activities at The University of Chicago (or
another institution of higher learning). All Inventions shall be the sole
property of the Company.

         The Group acknowledges that Mr. Fischel has (and in the future shall be
entitled to) write books and articles for publication under his own name and is
(and shall be) entitled to receive and retain any royalties therefrom, so long
as such books or articles do not disclose or exploit any confidential or
proprietary information of the Group or its clients.

         (d)      Disclosure of Inventions, Patents, Copyrights and Other
Rights. Mr. Fischel agrees:

                  (i)      Upon request, to promptly execute a written
assignment of title to the Company for any Invention required to be assigned by
this Section 1 ("Assignable Invention") and he will preserve any such Assignable
Invention as Confidential Information.

                  (ii)     Upon request and at the Company's expense, to assist
the Company or its nominee in every reasonable way to obtain for the Company's
or its nominee's benefit, patents, copyrights, mask work rights and other
statutory rights ("Statutory Rights") for such Assignable Inventions in any and
all countries, which inventions shall be and remain the sole and exclusive
property of the Company or its nominee whether or not patented, copyrighted or
the subject of a mask work right. Mr. Fischel shall execute such papers and
perform such lawful acts as the Company deems reasonably necessary to exercise
all rights, title and interest in such Statutory Rights.

                  (iii)    To execute and deliver to the Company or its nominee
upon request all documents, including applications for and assignments of
Statutory Rights to be issued therefor, as the Company reasonably determines are
necessary or desirable to apply for and obtain Statutory Rights on such
assignable inventions in any and all countries and/or to protect the interest of
the Company or its nominee in Statutory Rights and to vest title thereto in the
Company or its nominee.

         (e)      Return of Records, Equipment and Confidential Information.
Upon request by the Company, Mr. Fischel shall promptly return to the Company:
(i) all Confidential Information and all documents, records, procedures, books,
notebooks, and any other documentation in any form whatsoever (including, but
not limited to, written, audio, video or electronic) containing any information
pertaining to the Group which includes Confidential Information, including any
and all copies of such documentation then in his possession or control
regardless of whether such documentation was prepared or compiled by Mr.
Fischel, the Group, employees of the Group, representatives, agents, or
independent contractors, and (ii) all equipment or tangible personal property
entrusted to Mr. Fischel by the Group. Mr. Fischel will not retain any original,
copy, description, document, data base or other form of media that contains or
relates to any Confidential Information whether produced by him or otherwise.
Without limiting the generality of the foregoing, upon request Mr. Fischel shall
permanently delete all Confidential Information from all computers, disks,
CD-ROMS, tapes, and other media owned or used by or accessible to him, other
than from any of the foregoing owned, used or controlled by the Group. Mr.
Fischel acknowledges that all Confidential Information and all such
documentation, copies of such documentation, equipment, and tangible personal
property are and shall at all times remain the sole and exclusive property of
the Company.

         (f)      Post-Employment Cooperation. Mr. Fischel shall cooperate and
assist the Company at the Company's reasonable request and expense in any
dispute, controversy, or litigation to which the Company


                                       2
<PAGE>
or Lexecon is a party (but not any litigation between the Company or Lexecon and
Mr. Fischel or Mr. Carlton) and with respect to which he obtained knowledge
while employed by the Company or any of its predecessors, affiliates,
successors, or assigns, including, but not limited to, his participation in any
court or arbitration proceedings, giving of testimony, signing of affidavits, or
such other personal cooperation as counsel for the Company shall request.

         2.       Non-Competition Covenants.

         (a)      The non-competition covenants set forth in Sections 2(f) and
(g) below (the "CNC") shall apply from the date of this Agreement through
January 15, 2003. In addition, (1) the Company shall have the option to extend
the CNC from January 16, 2003 through July 15, 2003 by complying with Section
2(b)(i) below (the "First CNC Option"), (2) if the Company so extends the CNC
through July 15, 2003, then the Company shall have the further option to extend
the CNC from July 16, 2003 through January 15, 2004 by complying with Section
2(b)(ii) below (the "Second CNC Option") and (3) if the Company so extends the
CNC through January 15, 2004, then the Company shall have the further option to
extend the CNC from January 16, 2004 through December 31, 2008 by complying with
Section 2(c) below (the "Third CNC Option" and, together with the First CNC
Option and the Second CNC Option, the "CNC Options").

         (b)      (i) To exercise the First CNC Option, the Company must pay to
Mr. Fischel $2.5 million in immediately available funds on or before January 15,
2003. If the Company fails to make such payment to Mr. Fischel on or before
January 15, 2003, then Mr. Fischel's employment, the CNC and the CNC Options
shall automatically terminate on February 14, 2003 (or such later date as Mr.
Fischel may specify in writing, determined in his sole and absolute discretion),
and Mr. Fischel shall receive the Base Compensation and Bonus Payments set forth
in Section 5(i) which would be due to him if he resigned for Good Reason on such
termination date; provided that Mr. Fischel shall not have the right to receive
the $2.5 million (plus interest) described in this Section 2(b)(i). If on or
prior to February 14, 2003 (or such later date specified by Mr. Fischel), the
Company pays such $2.5 million to Mr. Fischel (plus interest at 8% per annum,
compounded quarterly, from January 15, 2003), then (x) the Company shall be
deemed to have exercised the First CNC Option, (y) the CNC shall be in effect
from January 16, 2003 through July 15, 2003, and (z) Mr. Fischel's employment
shall continue on and subject to the terms of this Agreement. Notwithstanding
the foregoing, the Company shall not be required to make such payment (and Mr.
Fischel shall be bound by the CNC through July 15, 2003) if either (1) he has
resigned from his employment with the Group without Good Reason prior to January
15, 2003 or (2) he has breached the CNC prior to January 15, 2003, the Company
has given Mr. Fischel written notice of such breach and Mr. Fischel has failed
to cure such breach promptly following receipt of the Company's notice.

         (ii)     To exercise the Second CNC Option, the Company must have
exercised the First CNC Option pursuant to Section 2(b)(i) and, in addition, the
Company (A) must pay to Mr. Fischel $1.7 million (plus interest at the rate of
5% per annum from January 15, 2003 through the date of payment) in immediately
available funds on or before July 15, 2003 and (B) must not have failed to pay
$800,000 (plus interest as set forth below) in one or more installments (as
required below) on or before the Deadline. The "Deadline" for payment of the
$800,000 to Mr. Fischel shall be as follows: (x) an amount equal to 50% of the
total collections by the Group on the Receivable (as defined below) through
January 8, 2003 shall be paid to Mr. Fischel on January 15, 2003, (y) an amount
equal to 50% of each collection on the Receivable from January 9, 2003 through
December 23, 2003 shall be paid to Mr. Fischel within 5 business days after
receipt of such collection by the Group (plus interest at the rate of 3.5% per
annum from January 15, 2003 through the applicable Deadline) and (z) any portion
of the $800,000 which has not been paid to Mr. Fischel by December 31, 2003
shall be paid to him on that date (plus interest at the rate of 3.5% per annum
from January 15, 2003 through December 31, 2003). Any such amount which is not
paid to Mr. Fischel by the applicable Deadline shall accrue interest at 8% per
annum, compounded quarterly, from the Deadline to the date of payment to Mr.
Fischel.

         The Company's obligation to pay the $800,000 (plus interest) to Mr.
Fischel by December 31, 2003 is not conditioned on or subject to the collection
or collectibility of the Receivable. The "Receivable" means the accounts
receivables of Lexecon set forth in Schedule A, the aggregate amount of which
shall be deemed not to exceed $1.6 million. All collections received by the
Group with respect to the


                                       3
<PAGE>
services giving rise to the Receivable shall be considered collections of the
Receivable. The Group shall take no action to compromise or forgive the
Receivable without Mr. Fischel's consent, which may not be unreasonably
withheld.

         If the Company fails to pay to Mr. Fischel on or before July 15, 2003
the amounts described in clause (A) above, or fails to pay any portion of the
$800,000 (plus interest) as and when due as described in clause (B) above, then
Mr. Fischel's employment, the CNC and the CNC Options shall automatically
terminate five days after the date on which such payment should have been made
(or such later date as Mr. Fischel may specify in writing, determined in his
sole and absolute discretion), and Mr. Fischel shall receive the Base
Compensation and Bonus Payments set forth in Section 5(i) which would be due to
him if he resigned for Good Reason on such termination date; provided that Mr.
Fischel shall not have the right to receive either the $1.7 million (plus
interest) described in this Section 2(b)(ii) or so much of the $800,000 (plus
interest) not theretofore paid to him. If the Company has satisfied clause (B)
above and, on or prior to July 20, 2003 (or such later date specified by Mr.
Fischel), pays the amount specified in clause (A) to Mr. Fischel (plus interest
at 8% per annum, compounded quarterly, from July 15, 2003), then (x) the Company
shall be deemed to have exercised the Second CNC Option, (y) the CNC shall be in
effect from July 16, 2003 through January 15, 2004, and (z) Mr. Fischel's
employment shall continue on and subject to the terms of this Agreement.
Notwithstanding the foregoing, if the First CNC Option is exercised, the Company
shall not be required to pay either the $1.7 million (plus interest) described
in this Section 2(b)(ii) or so much of the $800,000 (plus interest) not
theretofore paid to him (and Mr. Fischel shall be bound by the CNC through
January 15, 2004) if either (1) he has resigned from his employment with the
Group without Good Reason prior to July 15, 2003 or (2) he has breached the CNC
prior to July 15, 2003, the Company has given Mr. Fischel written notice of such
breach and Mr. Fischel has failed to cure such breach promptly following receipt
of the Company's notice.

         (c)      To exercise the Third CNC Option, the Company must have
exercised the First and Second CNC Options pursuant to Section 2(b)(i) and (ii)
and, in addition, the Company must deposit $10 million in immediately available
funds on or before January 15, 2004 into an account (the "Bank Account") at a
bank or investment firm designated by Mr. Fischel and consented to by the
Company (such consent not to be unreasonably withheld) (the "Bank"). Mr. Fischel
shall arrange for the Company to have on-line access to and to receive upon
request at any time from the Bank any and all information concerning the Bank
Account (including information as to the balance) at all times. The Bank Account
(and the funds on deposit therein) shall be the property of Mr. Fischel at all
times, and Mr. Fischel can withdraw any and all funds from the Bank Account
without the consent of the Company, Lexecon or any other person, provided that
Mr. Fischel agrees that his withdrawal rights are subject to the provisions of
Section 2(i). Mr. Fischel agrees to obtain a waiver from his spouse of any
beneficial interest in the Bank Account. Mr. Fischel shall have the exclusive
right to direct the investment of all funds in the Bank Account, but shall limit
such investments to high-grade debt securities. However, Mr. Fischel shall only
have the right to withdraw funds from the Bank Account, and agrees (subject to
the further withdrawal rights set forth in this Section 2 and Section 5) to only
withdraw funds from the Bank Account, on the following terms:

                  (1)      Mr. Fischel shall have the right to withdraw any and
                           all interest or other return earned on the funds in
                           the Bank Account at any time and from time to time,
                           provided that the balance of the Bank Account is not
                           thereby reduced below the required principal amounts
                           set forth in this Subparagraph (c).

                  (2)      On or after July 15, 2004, Mr. Fischel shall have the
                           right to reduce the balance in the Bank Account to a
                           minimum of $8.75 million;

                  (3)      On or after January 15, 2005, Mr. Fischel shall have
                           the right to reduce the balance in the Bank Account
                           to a minimum of $7.5 million;

                  (4)      On or after April 15, 2005, Mr. Fischel shall have
                           the right to reduce the balance in the Bank Account
                           to a minimum of $6.875 million;



                                       4
<PAGE>
                  (5)      On or after July 15, 2005, Mr. Fischel shall have the
                           right to reduce the balance in the Bank Account to a
                           minimum of $6.25 million;

                  (6)      On or after October 15, 2005, Mr. Fischel shall have
                           the right to reduce the balance in the Bank Account
                           to a minimum of $5.625 million;

                  (7)      On or after January 15, 2006, Mr. Fischel shall have
                           the right to reduce the balance in the Bank Account
                           to a minimum of $5 million; and

                  (8)      Beginning on February 15, 2006, and on or after the
                           15th day of each month thereafter, Mr. Fischel shall
                           have the right to reduce the balance in the Bank
                           Account to the then applicable Minimum Balance. For
                           purposes of this Agreement, "Minimum Balance" shall
                           be equal to $4,791,667 on February 15, 2006, and
                           shall be reduced by $208,333 on or after the 15th day
                           of each month thereafter, until the Minimum Balance
                           is reduced to zero on and after January 15, 2008.

                  (9)      Mr. Fischel (or his estate or guardian) shall have
                           the right to withdraw and retain the entire balance
                           in the Bank Account upon (A) the termination of Mr.
                           Fischel's employment due to his death, (B) the
                           Company's termination of Mr. Fischel's employment
                           without Cause, or (C) Mr. Fischel's termination of
                           his employment for Good Reason.

                  (10)     In the event of the termination of Mr. Fischel's
                           employment due to Disability, Mr. Fischel (or his
                           estate or guardian) shall have the right to withdraw
                           from the Bank Account any amounts that he is
                           otherwise entitled to withdraw under the above
                           provisions based on the period of his employment
                           through the date of termination (calculated on a
                           daily pro rata basis through the date of
                           termination), plus the amount that he would otherwise
                           have been able to withdraw from the Bank Account
                           under the above provisions for one additional year
                           (calculated on a daily pro rata basis through the
                           first anniversary of the date of termination).

For purposes of computing the minimum balance required to be maintained in the
Bank Account in clauses (1) - (8) above, any amounts withdrawn by Mr. Fischel
pursuant to Section 5 below shall be deemed still deposited in the Bank Account,
with the effect that Mr. Fischel shall be permitted to withdraw pursuant to
clauses (1) - (8) the same amount that he would have been entitled to withdraw
had he not withdrawn any amounts pursuant to Section 5.

         (d)      If the Company fails to deposit the $10 million in the Bank
Account on or before January 15, 2004, then Mr. Fischel's employment, the CNC
and the Third CNC Option shall automatically terminate on February 14, 2004 (or
such later date as Mr. Fischel may specify in writing, determined in his sole
and absolute discretion), and Mr. Fischel shall receive the Base Compensation
and Bonus Payments set forth in Section 5(i) which would be due to him if he
resigned for Good Reason on such termination date; provided that Mr. Fischel
shall not have the right to receive such $10 million payment.; provided that, if
the Company, deposits such $10 million in the Bank Account (plus interest at 8%
per annum, compounded quarterly, from January 15, 2004) on or prior to February
14, 2004 (or such later date specified by Mr. Fischel), then (x) the Company
shall be deemed to have exercised the Third CNC Option, (y) the CNC shall be in
effect from January 16, 2004 through December 31, 2008, and (z) Mr. Fischel's
employment shall continue on and subject to the terms of this Agreement.
Notwithstanding the foregoing, the Company shall not be required to make such
payment (and Mr. Fischel shall be bound by the CNC through January 15, 2005) if
either (1) he has resigned from his employment with the Group without Good
Reason prior to January 15, 2004 or (2) he has breached the CNC prior to January
15, 2004, the Company has given Mr. Fischel written notice of such breach and
Mr. Fischel has failed to cure such breach promptly following receipt of the
Company's notice.


                                       5
<PAGE>
         (e)      Notwithstanding the foregoing, any attempt by the Company,
Lexecon or any of their affiliates to seize, attach, levy or place any legal
restriction on the Bank Account (other than actions to enforce (1) the
restrictions set forth in Section 2(c) and (2) the Company's right to recover
the funds in the Bank Account as expressly provided for herein) shall be an
automatic default under this Agreement, with the result that Mr. Fischel shall
have the option to terminate his employment and the CNC upon delivery of written
notice to the Company (such termination to be effective immediately upon
delivery of such notice). Any such termination shall constitute Good Reason
under this Agreement and shall entitle Mr. Fischel to the payments set forth in
Section 5(i), and Mr. Fischel shall also have the immediate right to withdraw
and retain all funds from the Bank Account as provided for in Section 2(c)(9)
above. However, Mr. Fischel shall not have the right to exercise his rights and
remedies under this Section 2(e) if he is in breach of the CNC at the time. The
Company shall cooperate and assist Mr. Fischel to defeat any attempt by a
creditor of the Company (or Company affiliate) to seize, attach, levy or place
any legal restriction on the Bank Account.

         (f)      Mr. Fischel acknowledges and agrees that he has technical
expertise associated with the business of Lexecon and is well known in the
industry. In addition, Mr. Fischel has valuable business contacts with clients
and potential clients of Lexecon and with professionals in the industry. Mr.
Fischel further acknowledges and agrees that in the event of a breach of the
covenants contained in this Subparagraph (f), the Company will be deprived of
the benefits it has bargained for pursuant to this Agreement; and that the
Company would not have entered into this Agreement but for the covenants
contained in this Subparagraph (f). During any period in which the CNC is in
effect, Mr. Fischel will not, without the Company's prior written consent,
directly or indirectly on Mr. Fischel's own behalf or on behalf of any other
person, firm or entity (i) engage in; (ii) own or control any interest in
(except as a passive investor of less than 5% of the publicly traded stock of a
publicly held company); (iii) act as a director, officer, manager, employee,
trustee, agent, partner, joint venturer, participant, consultant of or be
obligated to, or be connected in any advisory, business or ownership capacity
(except as a passive investor of less than 5% of the publicly traded stock of a
publicly held company) with; (iv) lend credit or money for the purpose of the
establishing or operating; or (v) allow Mr. Fischel's name or reputation to be
used by, any firm, corporation, partnership, trust or other business enterprise
directly or indirectly engaged in, any business that is competitive with (A) the
existing business of the Group in any geographic territory within which the
business of the Group has been conducted, or (B) any business of Lexecon that is
conducted during the period that Mr. Fischel is employed by Lexecon pursuant to
this Agreement in any geographic territory within which such business of Lexecon
is conducted during the period of this Agreement; provided that Mr. Fischel's
collaborative work on behalf of Lexecon with other consulting firms in
connection with a Lexecon matter, in accordance with past practice, shall not be
considered a violation of the CNC. After fulfillment of his commitments as
described in Section 3 below, Mr. Fischel shall devote all of his business time
and attention to the Group consistent with past practices; provided that Mr.
Fischel shall not be deemed in breach hereof solely as the result of a
reasonable reduction in the number of billable hours he incurs.

         (g)      During any period in which the CNC is in effect, Mr. Fischel
shall not directly or indirectly, individually, or together with, or through any
other person, firm, corporation, or entity: (i) in any manner disparage the
Group or its employees or affiliates so as to discourage any person or entity
which is or has been a customer or supplier of the Group from continuing its
business relationship with the Group, (ii) approach, counsel, or attempt to
induce any person who is then in the employ of or an independent contractor of
the Group, to leave their employ or engagement, or employ, engage or attempt to
employ or engage any such person, or (iii) aid or counsel any other person,
firm, corporation, or entity to do any of the above.

         (h)      Mr. Fischel may contact or solicit clients, customers,
employees and other service providers of the Group or their affiliates following
the termination or lapse of the CNC hereunder (and doing so shall not constitute
a breach of Section 1 of this Agreement, so long as such individuals or
organizations are known to him through personal or work experience).

         (i)      Mr. Fischel shall give both the Bank and the Company at least
15 days' written notice in the form attached as Exhibit 1 (with such changes as
may be reasonably requested by the Bank) prior to withdrawing any funds from the
Bank Account. The Bank Account shall provide that no funds may be withdrawn from
the Bank Account unless Mr. Fischel provides a letter to the Bank, in the form
attached as


                                       6
<PAGE>
Exhibit 2 (with such changes as may be reasonably requested by the Bank) with
the attachments provided for in such letter. However, if the Bank receives such
notice and letter, it shall release to Mr. Fischel the amount of funds, at the
time, specified in such notice, and the Bank shall exercise no discretion with
respect to the release of such funds.

         3.       Commercial Endeavors. Other than his present academic
positions at The University of Chicago (or academic positions at another
university or institution of higher education consistent with his present
academic positions at the University of Chicago), Mr. Fischel will not, without
the Company's prior written consent, devote more than incidental amounts of time
to any commercial endeavor at any time when he is bound by the provisions of
Sections 2 and 5 of this Agreement.

         4.       Remedies. Mr. Fischel has carefully considered the nature and
extent of the restrictions imposed by the covenants in this Agreement and agrees
that they are fair and reasonable and such restrictions will not prevent him
from earning a livelihood (assuming the Company makes all payments contemplated
by this Agreement). In view of the position of confidence and trust which Mr.
Fischel has enjoyed with Company and his relationship with the customers,
suppliers and employees of the Company, and recognizing the access to
Confidential Information which he has had and the fact that his covenants herein
constitute material provisions of this Agreement, Mr. Fischel expressly
acknowledges that the restrictive covenants set forth in this Agreement are
necessary in order to protect and maintain the proprietary interests, goodwill
and other legitimate business interests of the Company. Mr. Fischel further
acknowledges that (i) it would be difficult to calculate damages to the Company
from any breach of his obligations under this Agreement, (ii) injury to the
Company from any such breach would be irreparable and impossible to measure, and
(iii) the remedy at law for any breach or threatened breach of this Agreement
would therefore be an inadequate remedy and, accordingly, the Company shall, in
addition to all other available remedies (including without limitation seeking
such damages as it can show it has sustained by reason of such breach and/or the
exercise of all other rights it has under this Agreement), be entitled to
injunctive and other similar equitable remedies without the necessity of showing
actual damages or posting bond.

         5.       Services.

         (a)

                  (i)      Services performed by Mr. Fischel for the Group after
the date of this Agreement shall be as an employee. During the term of this
Agreement, Mr. Fischel shall be paid by the Group annual base compensation equal
to (A) (1) the number of hours worked by Mr. Fischel and billed to Company or
Lexecon clients times (2) Lexecon's hourly billing rate for Mr. Fischel's work
(which shall be set by Mr. Fischel, with notice to Lexecon, consistent with past
practice), plus (B) amounts for client development efforts up to the maximum
provided for in Section 5(b) (collectively, "Base Compensation"). Such Base
Compensation shall be paid no later than the end of the month following the
month in which such hours are worked (the Base Compensation's "Monthly Payment
Date") consistent with past practice at the same times as salary payments made
to other Lexecon professionals. Mr. Fischel authorizes the Group to deduct and
withhold from all compensation to be paid to Mr. Fischel any and all sums
required to be deducted or withheld by the Group pursuant to the provisions of
any federal, state, or local law, regulation, ruling or ordinance, including,
but not limited to, income tax withholding and payroll taxes.

                  (ii)     So long as Mr. Fischel is employed with the Group,
Mr. Fischel will be entitled to such benefits as are provided to the executive
employees of Lexecon (vacation, medical, etc.), in accordance with and subject
to the Lexecon's policies and guidelines as in effect from time to time. The
parties acknowledge that although Mr. Fischel does not currently receive health
benefits from the Group, he has the right to elect to receive those benefits at
any time to the same extent that they are then available to other executive
employees of the Lexecon.

         (b)      During the term of this Agreement, Mr. Fischel, together with
Mr. Carlton (to the extent Mr. Carlton is at such relevant time performing
services for the Group under a substantially similar agreement), shall manage
the Chicago Office in accordance with the shared goal of Mr. Fischel, Mr.
Carlton


                                       7
<PAGE>
and the Company to maximize the operating income of the Chicago Office. Mr.
Fischel shall also assist in the operation of the Company and its affiliates as
reasonably requested from time to time by the Board of Directors of the Company
with the goal of increasing the operating income of the Company and its
affiliates as a whole. Mr. Fischel's duties shall include non-billable client
development efforts on behalf of the Group, for which he will be paid at
Lexecon's then hourly billing rate for Mr. Fischel, up to a maximum of 25 hours
per year. "Chicago Office" shall mean the existing Chicago office of Lexecon,
but shall not include Lexecon's offices in the Cambridge, Massachusetts area or
any future office opened by the Company, Lexecon or their affiliates (unless the
primary purpose of such office is to provide additional professional service or
support for business generated by Mr. Fischel and/or Mr. Carlton). Mr. Fischel
and Mr. Carlton shall recommend the base compensation for the employees in the
Chicago Office, subject to the approval of the Compensation Committee of the
Board of Directors of the Company (the "Compensation Committee").

         (c)      The Group shall maintain a bonus pool for the Chicago Office
(the "Bonus Pool"), calculated annually based on a calendar year. Mr. Fischel,
together with Mr. Carlton (to the extent Mr. Carlton is at such relevant time
performing services for the Group under a substantially similar agreement),
shall have the authority to allocate the Bonus Pool among themselves and the
other service providers in the Chicago Office, subject to the review and
approval of the Compensation Committee; provided, however, that the Compensation
Committee shall not prohibit an allocation of the Bonus Pool to Mr. Fischel and
Mr. Carlton which is the same as their 2001 Percentages (as defined below) of
the Bonus Pool without Mr. Fischel's consent. Notwithstanding the foregoing, Mr.
Fischel acknowledges that it may be in the mutual financial benefit of the
parties for the Company to hire one or more additional senior executives for the
Chicago Office in an effort to increase the operating income of said office and,
in said event, it may be necessary to provide to said senior executive(s) a
percentage of the Bonus Pool and to decrease Mr. Fischel's percentage of the
Bonus Pool to reflect such hiring and the additional operating income
anticipated to be generated for the Chicago Office by such action. Mr. Fischel
agrees in any such events to act in good faith and not to unreasonably withhold
his consent to a request by the Company to reduce Mr. Fischel's Bonus Pool
percentage below the 2001 Percentage. (Any reference in this Agreement to "Mr.
Fischel's Percentage" shall mean his 2001 Percentage as modified as provided
above.) The "2001 Percentages" shall mean 36% for Mr. Fischel and 36% for Mr.
Carlton. The Bonus Pool shall equal:

                  (i)      for 2002, the sum of the following:

                           (1)      43% of the first $18.1 million in pre-bonus
                                    operating income for the Chicago Office;

                           (2)      100% of the next $870,000 (the "2002
                                    Additional Amount") in pre-bonus operating
                                    income for the Chicago Office above $18.1
                                    million; and

                           (3)      43% of any additional pre-bonus operating
                                    income for the Chicago Office.

                  (ii)     for 2003, the sum of the following:

                           (1)      43% of the first $18.1 million in pre-bonus
                                    operating income for the Chicago Office;

                           (2)      100% of the next dollars of pre-bonus
                                    operating income for the Chicago Office
                                    above $18.1 million, up to the sum of the
                                    following amounts: (x) $400,000 (the "2003
                                    Additional Amount") plus (y) one-half of any
                                    portion of the 2002 Additional Amount not
                                    included in the Bonus Pool in 2002; and

                           (3)      43% of any additional pre-bonus operating
                                    income for the Chicago Office:

                  (iii)    for 2004, the sum of the following:



                                       8
<PAGE>
                           (1)      43% of the first $18.1 million in pre-bonus
                                    operating income for the Chicago Office;

                           (2)      100% of the next dollars of pre-bonus
                                    operating income for the Chicago Office
                                    above $18.1 million, up to the sum of the
                                    following amounts: (x) $200,000 plus (y) any
                                    portion of one-half of the 2002 Additional
                                    Amount and the 2003 Additional Amount not
                                    included in the Bonus Pool in 2003; provided
                                    that the total amount of pre-bonus operating
                                    income included in this clause shall not
                                    exceed $870,000; and

                           (3)      43% of any additional pre-bonus operating
                                    income for the Chicago Office.

                  (iv)     for 2005 through 2008, 43% of pre-bonus operating
                           income for the Chicago Office.

The "operating income" of the Chicago Office shall equal the revenues generated
by the Chicago Office minus expenses incurred by or reasonably allocable to the
Chicago Office, calculated using the same methodology as that employed by the
parties in 2001 and prior years. During the term of this Agreement, without the
prior written consent of Mr. Fischel, the Group shall not (1) transfer or
sub-contract any material portion of the revenue-generating activities of the
Chicago Office to any other office of the Company, (2) reduce operating income
for expenses of a different type than those which reduced operating income in
2001 or earlier, (3) reduce operating income for payments made to exercise the
CNC Options, or (4) make any such other changes to the structure, organization
or activities of the Chicago Office or computation of the Bonus Pool that would
have a material adverse effect on the Bonus Pool through 2008.

         Mr. Fischel's bonus shall be calculated and paid on a quarterly basis.
The bonus payable to Mr. Fischel with respect to a particular quarter
(hereinafter "Bonus Payment") shall equal (1) the product obtained by
multiplying Mr. Fischel's Percentage of the Bonus Pool by the total pre-bonus
operating income of the Chicago Office for the year through and including the
end of such quarter, minus (2) the total bonuses paid to him in respect of prior
quarters in the year (if any), plus or minus (3) for the fourth quarter only,
any amount necessary so that Mr. Fischel will reach his percentage of the Bonus
Pool for such year taking into account any adjustments to the Bonus Pool
percentages from prior quarters of such year; provided that, in the event that
quarterly payments to Mr. Fischel hereunder at any time exceed the amount of the
Bonus Pool to which he is entitled for the entire year to which the quarterly
payments relate, Mr. Fischel shall immediately repay to the Company the amount
of any said overpayment; or, at the Company's option, in the event that Mr.
Fischel has not made said payment, the Company may deduct the amount of said
payment from any other payments then due or to become due to Mr. Fischel.
Notwithstanding the foregoing, the bonus payable to Mr. Fischel for the year
2002 shall be reduced by the amount of $2,100,341.

         Each quarterly Bonus Payment shall be paid within 90 days after the end
of such quarter; provided that, in the case of the fourth quarter, the Bonus
Payment shall be paid within 15 days after the completion of the Company's
audited financial statements for the year in question or, if earlier, 120 days
after the end of the year. Each date on which a Bonus Payment is due pursuant to
the preceding sentence is referred to as the "Due Date" for such Bonus Payment.
Mr. Fischel shall use commercially reasonable efforts to cause the Chicago
Office to collect its accounts receivable in accordance with applicable payment
terms.

         Notwithstanding the foregoing, if (i) the Company is unable to make a
Bonus Payment to Mr. Fischel on the applicable Due Date as a result of a cash
shortfall and (ii) the Company can demonstrate that such cash shortfall is the
direct result of the days sale outstanding for the Chicago Office ("Days Sales")
exceeding 112 days as calculated on such Due Date, then (x) the Company shall
use its cash on hand to pay on the Due Date as much of such Bonus Payment as is
commercially reasonable (taking into account short term cash needs for payroll,
rent and similar items at the Chicago Office) and (y) the Company shall pay the
remainder of such Bonus Payment to Mr. Fischel as soon as practicable, but in
any event no later than 5 business days following the first day after such Due
Date on which the Days Sales of the Chicago Office is equal to 112 days or less.
However, the Company shall in all events pay to Mr. Fischel an amount equal to
at least 80% of each Bonus Payment no later than the Extended Due Date for such
Bonus Payment. The term "Extended Due Date" for a Bonus Payment means initially
(i) 40 days after the Due


                                       9
<PAGE>
Date if the Days Sales exceed 112 days as computed on the Due Date, and (ii) 70
days if the Days Sales exceeds 122 days as computed on the Due Date. If the Days
Sales as computed at the end of the month prior to such Extended Due Date has
increased by more than 5 days from the Days Sales as computed on the Due Date,
the Extended Due Date shall be further extended for an additional 30 days. Such
procedure shall be repeated at each successive Extended Due Date until the Days
Sales as computed at the end of the month prior to the relevant Extended Due
Date has not increased by more than 5 days from the Days Sales as computed one
month earlier. For purposes of this Agreement, Days Sales shall be computed
excluding the Receivable from the calculations, but otherwise using the same
methodology as that employed by Lexecon in 2001 and prior years.

         (d)      (i) Interest shall accrue on Bonus Payments from and after the
Due Date, or Extended Due Date if applicable (the "Relevant Due Date"), and on
the Base Compensation Payments from and after the relevant Monthly Payment Date,
at the rate of 8% per annum, compounded quarterly.

                  (ii)      If the Company fails to make any Bonus Payment (or
pay interest thereon) by its Relevant Due Date, Mr. Fischel shall have the right
to withdraw from the Bank Account the full amount of such Bonus Payment and
interest thereon through the date of withdrawal (even if such withdrawal causes
the balance in the Bank Account to be reduced below the minimum thresholds
otherwise set forth in Section 2(c)). After any such withdrawal, the Company
shall pay such Bonus Payment by depositing additional funds into the Bank
Account equal to the amount withdrawn by Mr. Fischel, plus interest thereon from
the Relevant Due Date through the date such additional funds are deposited in
the Bank Account (the "Additional Bonus Deposit").

                  (iii)     Similarly, if the Group fails to make any Base
Compensation payment by its Monthly Payment Date, Mr. Fischel shall have the
right to withdraw from the Bank Account the full amount of such monthly Base
Compensation payment and interest thereon through the date of withdrawal (even
if such withdrawal causes the balance of the Bank Account to be reduced below
the minimum thresholds otherwise set forth in Section 2(c)). After such
withdrawal, the Company shall pay such Base Compensation payment by depositing
additional funds into the Bank Account equal to the amount withdrawn by Mr.
Fischel, plus interest thereon from the Monthly Payment Date through the date
such additional funds are deposited in the Bank Account ( the "Additional Base
Compensation Deposit").

                  (iv)     If the Company (1) fails to make any Bonus Payment
(or, if applicable, an Additional Bonus Deposit) (or pay the interest due
thereon) (A) within 120 days after the Relevant Due Date in the case of a Bonus
Payment with a Due Date on or before December 31, 2004 or (B) within 60 days of
the Relevant Due Date in the case of a Bonus Payment with a Due Date at any time
thereafter, or (2) fails to make any Base Compensation payment (or, if
applicable, an Additional Base Compensation Deposit) (or pay the interest due
thereon) within 60 days after the Monthly Payment Date of such Base Compensation
payment, and in the case of either (1) or (2) thereafter fails to do so within
ten days of receipt of written notice from Mr. Fischel of his intention to
terminate his employment and the CNC, Mr. Fischel shall be deemed to have
resigned at the end of said 10-day period, and (x) Mr. Fischel shall be entitled
to receive his Base Compensation and Bonus Payments for all periods through the
entire quarter in which such termination took place (plus interest as provided
for herein) to the extent not theretofore paid, (y) the CNC and the CNC Options
shall automatically terminate and (z) Mr. Fischel shall be entitled to withdraw
from the Bank Account and retain (a) the amount which he would then be entitled
to withdraw from the Bank Account under Section 2(c) based on the period of his
employment through the date of termination, calculated on a daily pro rata
basis, (b) the amount which he would be entitled to withdraw from the Bank
Account under Section 2(c) during the six months following the date of
termination, calculated on a daily pro rata basis, and (c) all Base
Compensation, Bonus Payments and interest (if any) to which he is entitled under
clause (x) above. The Company shall pay Mr. Fischel his Base Compensation and
Bonus Payments not theretofore paid in immediately available funds within five
business days after the date on which his employment so terminates, and within
two business days after the receipt of such funds (or agreement that no such
funds are owing) Mr. Fischel shall wire any remaining funds in the Bank Account
to which he is not entitled hereunder to an account designated by the Company.
Mr. Fischel's right to terminate the Agreement and withdraw amounts pursuant to
this Section 2(d) shall exist only until the Company pays the relevant Bonus


                                       10
<PAGE>
Payment and/or Base Compensation and interest either to Mr. Fischel or the Bank
Account, as the case may be.

         (e)      Concurrent with the signing of this Agreement by the parties,
the Company shall pay Mr. Fischel a signing bonus of $2,000,341 in immediately
available funds by wire transfer to an account designated by him (the "Signing
Bonus").

         (f)      In addition to the compensation set forth in this Section 5,
Mr. Fischel shall be eligible to receive stock options and other non-cash
compensation at the discretion of the Board of Directors of the Company.

         (g)      The term of this Agreement shall begin on the date of this
Agreement and end on December 31, 2008; provided that the term of this Agreement
shall terminate prior to such date: (i) immediately upon Mr. Fischel's
resignation (with or without Good Reason (as defined below)), death or
Disability (as defined below), (ii) immediately upon the Company's termination
of Mr. Fischel (with or without Cause (as defined below)), (iii) pursuant to
Section 5(d) hereof or (iv) at Mr. Fischel's option, in the event of the
Company's failure to make the payments to Mr. Fischel at the times and on the
terms set forth in Section 2(b) hereof or the deposits into the Bank Account on
the terms set forth in Section 2(c) hereof.

         (h)      If Mr. Fischel resigns without Good Reason or the Company
terminates Mr. Fischel for Cause, then Mr. Fischel shall receive his Base
Compensation through the date of termination, his Bonus Payments for any quarter
ended prior to the date of termination (plus interest as provided for herein) to
the extent not theretofore paid and the amount that he would otherwise be
entitled to withdraw from the Bank Account under Section 2(c) as of the date of
termination. On the fifth business day after said termination, (1) Mr. Fischel
shall wire the remaining funds in the Bank Account to an account designated by
the Company and (2) the Company shall simultaneously wire any amounts due to Mr.
Fischel to an account designated by him.

         (i)      If (A) Mr. Fischel resigns with Good Reason or Mr. Fischel's
employment terminates due to his death or Disability or (B) the Company
terminates Mr. Fischel without Cause, then (x) Mr. Fischel shall be entitled to
receive his Base Compensation and Bonus Payment for all periods through the
entire quarter in which such termination took place (plus interest as provided
for herein) to the extent not theretofore paid, (y) the CNC shall immediately
terminate and (z) Mr. Fischel shall be entitled to withdraw funds from the Bank
Account in accordance with Section 2(c)(9) or 2(c)(10) above, as applicable. The
Company shall pay Mr. Fischel his Base Compensation and Bonus Payments not
theretofore paid in immediately available funds within five business days after
the termination date, and within two business days after receipt of such funds
(or agreement that no such funds are owing) Mr. Fischel shall wire any remaining
funds in the Bank Account to which he is not entitled hereunder to an account
designated by the Company.

         (j)      For purposes of this Agreement, "Cause" shall mean a
termination of Mr. Fischel's employment by the Company when (a) Mr. Fischel has
(1) committed an act of fraud, dishonesty, embezzlement or misappropriation
involving the Group, (2) is convicted of, or enters a plea of guilty or no
contest to, any crime involving moral turpitude or dishonesty, (3) commits an
act, or fails to commit an act, involving the Group which amounts to, or with
the passage of time would amount to, a material breach of this Agreement, which
breach is not cured within 30 days after written demand for substantial
performance is received by Mr. Fischel from the Company which specifically
identifies the breach which the Company believes Mr. Fischel has committed, or
(4) willfully fails or habitually neglects to perform his responsibilities under
this Agreement (other than such failure resulting from Disability or the
circumstances described in the last sentence of this Section 5(j)), which
failure or neglect is not cured within 30 days after written demand for
substantial performance is received by Mr. Fischel from the Company which
specifically identifies the manner in which the Company believes Mr. Fischel has
not performed his responsibilities, and (b) the Company terminates Mr. Fischel
and, in conjunction with such termination provides written notice to Mr. Fischel
that he is being terminated for Cause. For clarification, "Cause" shall not
include a reduction in Mr. Fischel's productivity or billable hours which is a
result of (1) changes in business conditions (including, without limitation, any
changes resulting from the Company's or Lexecon's entering bankruptcy or ceasing
operations), (2) changes in the manner in which he handles cases (including the
use of other experts) or (3)


                                       11
<PAGE>
changes in his reputation or desirability as an expert witness (other than, in
each such case, as a result of (i) circumstances constituting Cause or (ii)
intentional conduct by Mr. Fischel in an attempt to cause the termination of
this Agreement).

For purposes of this Agreement, "Good Reason" shall mean the occurrence of any
one or more of the following (without Mr. Fischel's written consent): (i) any
failure to maintain Mr. Fischel in the office or the position, or a
substantially equivalent office or position, of or with the Group relating to
the operation of the Chicago Office which Mr. Fischel holds as of the date
hereof; (ii) the assignment to Mr. Fischel of duties materially inconsistent
with Mr. Fischel's authorities, duties, responsibilities or status as of the
date hereof or any other action which results in a substantial diminution in Mr.
Fischel's authorities, duties, responsibilities or status from those in effect
as of the date hereof; (iii) the Group's requiring Mr. Fischel to be based at an
office location which is at least twenty-five (25) miles from his current office
location, or the Group's requiring Mr. Fischel to travel on business to a
substantially greater degree than is required as of the date hereof; (iv) a
material reduction in Mr. Fischel's level of participation in any employee
benefit or retirement plans, policies, practices or arrangements, (v) the
liquidation, dissolution or winding up of the Company or Lexecon or the Company
or Lexecon ceasing to do business (other than as a part of a reorganization in
which the activities of the Chicago Office are continued in substantially the
same manner as before entering the reorganization), or (vi) intentional conduct
by the Company or Lexecon in an attempt to cause a termination of this
Agreement. However, Mr. Fischel shall not be entitled to terminate his
employment for Good Reason unless he has given the Company written notice of the
facts giving rise to Good Reason and the Company has failed to cure the
situation to Mr. Fischel's reasonable satisfaction within 30 days thereafter.

         The existence of the Good Reason shall not be affected by Mr. Fischel's
temporary incapacity due to physical or mental illness not constituting a
Disability. Mr. Fischel's continued employment shall not constitute a waiver of
his rights with respect to any circumstances which may constitute Good Reason.

         (k)      For purposes of this Agreement, "Disability" shall mean Mr.
Fischel's inability to perform the essential duties, responsibilities and
functions of his position with the Group as a result of any mental or physical
disability or incapacity for a period of at least 90 or more days within a nine
month period, as determined by a medical doctor selected by written agreement of
the Company and Mr. Fischel. If the Company and Mr. Fischel cannot agree on the
selection of a medical doctor, each of them will select a medical doctor and the
two medical doctors will select a third medical doctor who will determine
whether Mr. Fischel has a disability. The determination of the medical doctor
selected under this Section 5(k) will be binding on both parties. The medical
examinations set forth herein may only cover job related functions and must be
consistent with business necessity.

         (l)      If, during the term of this Agreement, Mr. Carlton occupies a
position or title with the Company or Lexecon, then the Board of the Company or
Lexecon (as appropriate) will consider in good faith whether to offer Mr.
Fischel the opportunity to occupy the same position or title, with the effect
that Mr. Fischel and Mr. Carlton would be co-holders of such position or title.

         6.       Transfer of Securities. In partial consideration of the
Company's obligations hereunder, if the Company exercises the First CNC Option,
Mr. Fischel shall at the time of such exercise transfer to the Company or its
designee for no additional consideration 951,887 shares of common stock of the
Company ("Stock") plus options to purchase 507,490 shares of Stock ("Forfeited
Options") with an exercise price greater than $1.00 per share and shall retain
options to purchase 1,700,000 shares of Stock ("Retained Options") with an
exercise price less than $1.00 per share, which Retained Options consist of
options on 1,500,000 shares issued prior to the date of this Agreement and
options to purchase 200,000 shares of Stock with an exercise price of $0.625 per
share which shall be granted to Mr. Fischel by the Company if the First CNC
Option is exercised, no later than the date of such exercise. From such date Mr.
Fischel shall only have the right to exercise the Retained Options in the event
that (i) the price of the Stock, as adjusted for any stock splits, stock
dividends, reverse stock splits, recapitalizations, reclassifications or similar
transactions, equals or exceeds $2.00 per share for any period of 20 consecutive
trading days from July 1, 2007 through December 31, 2008 or (ii) a Sale of the
Company occurs on or before December 31, 2008, in which case the Retained
Options shall immediately vest and Mr. Fischel shall be entitled to receive the
same consideration as other shareholders in such transaction, net the exercise
price for such Retained


                                       12
<PAGE>
Options, (or to exercise such Retained Options and retain or exchange his shares
free of any restriction or risk of forfeiture, if and to the extent other
shareholders are permitted to retain or exchange their shares in such
transaction). In the event that the events set forth in the foregoing sentence
have not occurred, on December 31, 2008, Mr. Fischel shall transfer his Retained
Options to the Company for $1. At the time the First CNC Option is exercised,
the parties shall amend the terms of the Retained Options to eliminate any
vesting or eligibility requirements, forfeiture provisions, re-sale restrictions
(other than those relating to compliance with federal and state securities
laws), bonus offset provisions and similar provisions, which are inconsistent
with or broader than those contained in this Section 6. This Section 6 shall not
apply to any stock, options or other securities of the Company acquired by or
issued to Mr. Fischel after the date of this Agreement. Mr. Fischel shall not
dispose of any Stock or exercise or dispose of any Options prior to the date on
which the First CNC Option is exercised or lapses, unless otherwise required by
law. The term "Sale" means an acquisition after the date hereof by a person (or
group of persons acting in concert) of a majority of the voting securities of
the Company or Lexecon or of all or a majority of the assets or business of the
Company or Lexecon.

         7.       Legal Fees. On the date of this Agreement, the Company shall
pay to Kirkland & Ellis the amount of $100,000, representing the legal fees and
expenses incurred by Kirkland & Ellis to date in representing Mr. Fischel in the
negotiation of this Agreement and the transactions contemplated hereby.

         8.       General Provisions.

         (a)      All notices hereunder shall be deemed to have been duly given
when delivered or sent by facsimile transmission, upon receipt, or if sent by
certified or registered mail (return receipt requested), upon the date on which
the return receipt is dated, addressed as follows (or at such other address as
the addressed party may have substituted by notice pursuant to this Section):


                                       13
<PAGE>
    If to Mr. Fischel:         c/o Lexecon Inc.
                                       332 S. Michigan Avenue
                                       Suite 1300
                                       Chicago, IL 60604
                                       Fax: (312) 322-0218

    With a copy to:            Kirkland & Ellis
                                       200 East Randolph Street
                                       Chicago, IL  60601
                                       Attn:  Jeffrey T. Sheffield, P.C.
                                       Fax: (312) 861-2200

    If to Company:             Nextera Enterprises, Inc.
                                       4 Cambridge Center
                                       Third Floor
                                       Cambridge, MA 02142-1406
                                       Fax: (617) 715-0201

    With a copy to:            Lexecon Inc.
                                       332 S. Michigan Ave., Suite 1300
                                       Chicago, IL 60604
                                       Attn:  President
                                       Fax:  (312) 322-0218

    With a further copy to:    Maron & Sandler
                                       1250 Fourth Street
                                       Suite 550
                                       Santa Monica, CA 90401.
                                       Fax:  (310) 570-4906


         (b)      This Agreement constitutes the entire agreement between the
parties relating to the subject matter hereof and supercedes all prior
agreements understandings, negotiations and discussions, whether oral or written
of the parties, including, without limitation, the Confidentiality Agreement and
Contribution Agreement.

         (c)      This Agreement may not be amended or modified except by a
writing duly and validly executed by each party hereto, or in the case of a
waiver, the party waiving compliance. Any waiver of any breach of any provision
of this Agreement will not be deemed to be a waiver of any subsequent breach of
that provision, or of any breach of any other provision of this Agreement. No
failure or delay in exercising any right under any provision of this Agreement
will be deemed a waiver of that or any other right. There may be no amendment to
or waiver of any material provision of this Agreement by the Company without the
approval of the Board of Directors of the Company.

         (d)      Time is of the essence in the performance of this Agreement.

         (e)      Each of the parties has had the opportunity to be represented
by counsel in the negotiation and preparation of this Agreement. The parties
agree that this Agreement is to be construed as jointly drafted. Accordingly,
this Agreement will be construed according to the fair meaning of its language,
and the rule of construction that ambiguities are to be resolved against the
drafting party will not be employed in the interpretation of this Agreement.

         (f)      Neither this Agreement nor any of the rights or obligations of
the parties hereunder may be assigned by the Company or by Mr. Fischel without
the other's prior written consent; provided, however, that the Company shall be
permitted to assign this Agreement to a purchaser or successor upon a sale,
merger or similar transaction involving the Company or Lexecon. Subject to the
foregoing, this Agreement shall


                                       14
<PAGE>
inure to the benefit of and shall be binding upon all of the parties hereto and
upon all of their respective successors and assigns. Each of the Company and
Lexecon shall be jointly and severally liable for the obligations of both
parties as contained in this Agreement, and Mr. Fischel shall be able to enforce
his rights pursuant to this Agreement directly against either the Company or
Lexecon without demand against the other company. Each of the Company and
Lexecon shall be entitled to enforce the rights of the other company pursuant to
his Agreement against Mr. Fischel in its own name and for its own benefit.

         (g)      All expenses (including reasonable attorneys' fees) incurred
by the parties hereto related to the enforcement of any provision of this
Agreement shall be reimbursed by the party in violation of the provision of this
Agreement.

         (h)      For convenience of the parties and to facilitate execution,
this Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which shall constitute one and the same
document. Transmission by facsimile of an executed counterpart signature page
hereof by a party hereto shall constitute due execution and delivery of this
Agreement by such party.

         (i)      Every provision of this Agreement is intended to be severable
from every other provision of this Agreement. If any provision of this Agreement
is held to be unreasonable or excessive in scope or duration, that provision
will be deemed to be reformed to the minimum extent necessary so that such
provision as reformed may and shall be enforced to the maximum extent permitted
by law. If any provision of this Agreement is held to be void or unenforceable,
in whole or in part, the remaining provisions will remain in full force and
effect, unless the remaining provisions are so eviscerated by such holding that
they do not reflect the intent of the parties in entering into this Agreement.

         (j)      This Agreement shall be subject to and enforceable under the
laws of the State of Illinois. Regardless of any present or future residence,
domicile or place of business of the parties, each party hereby irrevocably
consents and agrees that any claims and disputes between or among the parties
pertaining to this Agreement or to any matter arising out of or relating to this
Agreement shall be brought in any state or federal court located in the State of
Illinois, Cook County. By execution and delivery of this Agreement, each party
submits and consents in advance to such jurisdiction in any action or suit
commenced in any such court. Each party hereby waives any objection which it may
have based on forum non conveniens and hereby consents to the granting of such
legal or equitable relied as deemed appropriate by such court.

         (k)      Mr. Fischel shall cooperate with the Company's efforts to
obtain key man life insurance and disability insurance (with benefits payable to
the Company). Mr. Fischel represents that he is 52 years of age, a non-smoker,
and does not have actual knowledge of any pre-existing physical conditions that
would reasonably be expected to adversely affect the Company's ability to obtain
key man life insurance. However, none of the Company's obligations under this
Agreement are conditioned on its ability to obtain any life or disability
insurance.

         (l)      Mr. Fischel authorizes the Group to deduct and withhold from
any payments to be paid to Mr. Fischel pursuant to this Agreement any and all
sums required to be deducted from or withheld by the Group pursuant to the
provisions of any federal, state or local law, regulation, ruling or ordinance,
including, but not limited to income tax withholding and payroll taxes. The
parties agree that (i) amounts deposited in the Bank Account shall be taxable to
Mr. Fischel only as, when and to the extent he has the right to withdraw funds
from the Bank Account, and (ii) all other amounts due Mr. Fischel under this
Agreement shall be taxable to Mr. Fischel only as, when and to the extent
actually received by him, each to the effect that any withholding obligations
shall be imposed only as, when and to the extent Mr. Fischel is treated as being
taxable on such amounts. The parties shall construe all applicable withholding
provisions, and file all relevant tax and other informational reports,
consistent with this Section 8(l).

         (m)      The Company and Lexecon represent that (i) the Company has
received, or has a binding commitment to receive (not subject to closing
conditions), the financing necessary to permit it to pay the amounts owed to Mr.
Fischel upon exercise of the First CNC Option, (ii) each has received all
necessary approvals from its banks and other lenders (and any necessary
approvals from stockholders and others) to


                                       15
<PAGE>
execute, deliver and perform its obligations under this Agreement, including all
approvals necessary to pay the Signing Bonus under Section 5(e) and the legal
fees under Section 7 and (iii) each has immediate access to the funds necessary
to pay the Signing Bonus and such legal fees.

         (n)      The parties hereby agree that (i) Article 6 and Section 7.9 of
the Contribution Agreement are hereby terminated and of no further force and
effect and (ii) this Agreement replaces and supercedes the Confidentiality and
Proprietary Rights Agreement between the Company and Mr. Fischel for periods
from and after the date of this Agreement. The Group hereby waives any provision
of any stockholders, voting or other agreement which is in conflict with, or
would prevent Mr. Fischel from exercising his rights and realizing the benefits
provided in, Section 6 above.

                                    * * * * *


                                       16
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives, as of the date first written
above.

                                        NEXTERA ENTERPRISES, INC.,
                                        a Delaware corporation

                                        By: /s/ David Schneider
                                            ------------------------------------
                                            Name: David Schneider
                                            Title: Chairman & CEO

                                        LEXECON INC.,
                                        an Illinois corporation

                                        By: /s/ Michael P. Muldowney
                                            ------------------------------------
                                            Name: Michael P. Muldowney
                                            Title: Assistant Secretary


                                        /s/ Daniel R. Fischel
                                        ----------------------------------------
                                        MR. DANIEL R. FISCHEL


                                       17



Mr. Fischel's signature page will not be effective (and Mr. Fischel will not be
bound by this Agreement) until he has received payment of the Signing Bonus
under Section 5(e). Until such payment is received, Mr. Fischel reserves the
right to revoke his signature page.

</TEXT>
</DOCUMENT>
