This AGREEMENT (the "Agreement") is made as of October 24, 2000 (the "Effective Date"), by and between
Nextera Enterprises, Inc., a Delaware corporation (the "Company"), and Michael P. Muldowney (the
"Executive"). In consideration of the mutual covenants contained in this Agreement, the Company and the
Executive agree as follows:
1. EMPLOYMENT. Commencing on the Effective Date, the Company agrees to employ the Executive and the
Executive agrees to be employed by the Company on the terms and conditions set forth in this Agreement.
2. CAPACITY. During the Term (as hereinafter defined), the Executive shall serve the Company as its Chief
Financial Officer. In such capacity, the Executive shall perform such services and duties in connection with the
business, affairs and operations of the Company consistent with the Executive's status as Chief Financial Officer
as may be assigned or delegated to the Executive from time to time by or under the direction and supervision of
the Board of Directors or the officers of the Company as designated by the Board of Directors.
3. TERM. Subject to the provisions of Section 6, the term of employment under this Agreement (the "Term")
shall be for twelve 12 months from the Effective Date (the "Initial Term") and shall automatically renew for
periods of one (1) year commencing at the expiration of the Initial Term (the "End Date") and on each subsequent
anniversary of the End Date thereafter, unless either the Executive or the Company, acting through its Board of
Directors (the "Board"), gives written notice to the other not less than thirty (30) days prior to the End Date or
anniversary thereof, as applicable, of such party's election not to extend the Term.
4. COMPENSATION AND BENEFITS. The regular compensation and benefits payable to the Executive
under this Agreement shall be as follows:
(a) SALARY. During the Term, for all services rendered by the Executive under this Agreement, the Company
shall pay or cause to be paid to the Execut