NEXTERA ENTERPRISES INC S-1

S-1

NEXTERA ENTERPRISES, INC.

EX-3.1

FORM OF AMENDED & RESTATED CERTIFICATE OF INCORP.

EX-3.2

FORM OF BYLAWS

EX-4.3

STOCKHOLDERS AGREEMENT 8/31/98

EX-10.1

FORM OF 1998 EQUITY PARTICIPATION PLAN

EX-10.2

STOCK PURCHASE AGREEMENT DATED 7/30/97

EX-10.3

ESCROW AGREEMENT DATED 7/30/97

EX-10.4

PURCHASE AGREEMENT 1/5/98

EX-10.5

ESCROW AGREEMENT DATED 1/5/98

EX-10.6

PURCHASE AGREEMENT 3/31/98

EX-10.7

ESCROW AGREEMENT DATED 3/31/98

EX-10.8

ASSET PURCHASE AGREEMENT

EX-10.9

ESCROW AGREEMENT DATED 3/31/98

EX-10.10

ASSET AGREEMENT DATED 8/31/98

EX-10.11

FIRST AMENDMENT TO ASSET PURCHASE AGMT 8/31/98

EX-10.12

ESCROW AGREEMENT DATED 8/31/98

EX-10.13

SHARE PURCHASE AGREEMENT DATED 8/31/98

EX-10.14

ESCROW AGREEMENT DATED 8/31/98

EX-10.15

SHARE EXCHANGE AGREEMENT DATED 8/31/98

EX-10.16

SECURITIES PURCHASE AGREEMENT DATED 8/31/98

EX-10.17

SENIOR SECURED NOTE DATED 9/1/98

EX-10.18

EMPLOYMENT AGREEMENT DATED 3/3/97

EX-10.19

EMPLOYMENT AGREEMENT 4/1/98

EX-10.20

EMPLOYMENT AGREEMENT 4/15/97

EX-10.21

EMPLOYMENT AGREEMENT 4/25/97

EX-10.22

EMPLOYMENT AGREEMENT 3/25/97

EX-10.23

EMPLOYMENT AGREEMENT 8/31/98

EX-10.24

NONCOMPETE, NON-SOLICITATION, PROPRIETARY INFO

EX-10.25

PROMISSORY NOTE GRESHAM BREBACH, JR

EX-10.26

PROMISSORY NOTE MICHAEL MULDOWNEY

EX-10.27

PROMISSORY NOTE OF DEBRA BERGAVINE

EX-23.1.1

CONSENT OF ERNST & YOUNG

EX-23.1.2

CONSENT OF ERNST & YOUNG LLP

EX-23.1.3

CONSENT OF BDO SEIDMAN, LLP

EX-23.1.4

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-23.1.5

CONSENT OF ERNST & YOUNG LLP

EX-23.1.6

CONSENT OF HARTE CARUCCI & DRISCOLL P.C.

EX-23.1.7

CONSENT OF FARKOUH, FURMAN & FACCIO

EX-23.1.8

CONENT OF GRANT THORNTON

EX-27.1

FINANCIAL DATA SCHEDULES