NEXTERA ENTERPRISES INC
EXHIBIT 10.52
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<TYPE>EX-10.52
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<FILENAME>a88552orexv10w52.txt
<DESCRIPTION>EXHIBIT 10.52
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                                                                   Exhibit 10.52



As of February 1, 2003


Nextera Enterprises, Inc.
4 Cambridge Center, 3rd Fl.
Cambridge, Mass  02142
Attn:  Mr. Michael Muldowney, CFO

Dear Michael:

     The purpose of this letter is to set forth the terms and conditions under
which I have agreed to accept the Board's election as Vice Chairman of the Board
of Nextera Enterprises, Inc. ("Company") as follows:

     1. I agree to serve as Vice Chairman of the Board on a month to month basis
        from the effective date hereof until 30 days after I have either
        resigned from said position or been removed from said position by action
        of the Board of Directors.

     2. My responsibilities will include taking the lead on negotiations of
        contract renewals with key personnel in Boston; maintaining regular
        telephone contact with both the CEO and CFO of the Company regarding
        strategic matters, financial matters, operations issues, outstanding
        real estate issues, and other issues and problems that may arise from
        time to time; participating on a new executive team to be made up of a
        representative from each office of Lexecon and the CFO to explore
        synergies and resolve conflicts that may arise from time to time between
        the offices; and to be actively involved with the Company's investment
        banker in developing and executing strategies to develop additional
        liquidity for the Company.
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Nextera Enterprises, Inc.
As of February 1, 2003
Page 2


     3. It is understood and agreed that I will maintain my affiliation
        with Maron & Sandler and other business affiliations that I may have
        consistent with my obligations to the Company.

     4. I will be compensated during the period of time that I serve as Vice
        Chairman of the Company in the amount of $20,000 per month or such other
        amount as may be agreed to by the Compensation Committee of the Board
        from time to time.  Said amount will be paid monthly in arrears directly
        to me.  During such period as I serve as Vice Chairman, I agree that I
        will not be paid any additional directors fees for serving as a director
        of the Company, nor bill the Company through Maron & Sandler for any of
        the time that I spend on Company matters. The Company will reimburse me
        for any out of pocket expenses I may incur, including but not limited to
        expenses of travel on behalf of the Company.

     5. The Company shall indemnify me in connection with my position with the
        Company and provide appropriate directors and officers insurance in an
        amount acceptable to me at all times during the term hereof.

     If the foregoing is in accordance with your understanding of our
arrangement, please confirm by signing where indicated below and returning to me
a duplicate of this letter.

                                                          Very truly yours,


                                                          /s/ Richard V. Sandler
                                                          ----------------------
                                                              Richard V. Sandler

RVS:jr

Accepted and agreed to:



By:/s/ Michael Muldowney
------------------------
       Michael Muldowney

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