<Page>

                                                                   Exhibit 10.17

                                 NORTHWEST PARK

                                    L E A S E

                                    ARTICLE 1

                                 REFERENCE DATA

1.1     SUBJECT REFERRED TO.

        Each reference in this Lease to any of the following subjects shall be
        construed to incorporate the data stated for that subject in this
        Section 1.1.

                  DATE OF THIS LEASE:      June 26, 2002

                  BUILDING:                The Building in Northwest Park in
                                           Burlington, Massachusetts
                                           (hereinafter referred to as the
                                           "Park") on a parcel of land shown as
                                           Lots 72, 75 and 98 on Land Court
                                           plans referenced in Certificates of
                                           Title Nos. 123336, 125334 and 156721
                                           filed with the Middlesex South
                                           District of Land Court and known as
                                           154 Middlesex Turnpike (the Building
                                           and such parcel of land hereinafter
                                           being collectively referred to as
                                           the "Property").

                  PREMISES:                A portion of the Building,
                                           substantially as shown on Exhibit A
                                           attached hereto.

                  RENTABLE FLOOR
                  AREA OF PREMISES:        Approximately 9,235 square feet

                  LANDLORD:                Peter C. Nordblom and John
                                           Macomber, as Trustees of N.W.
                                           Building 24 Trust under Declaration
                                           of Trust dated March 6, 1967 and
                                           filed for registration with the
                                           Middlesex South District of the Land
                                           Court as Document No. 441924.

                  ORIGINAL NOTICE
                  ADDRESS OF LANDLORD:     c/o Nordblom Management Company, Inc.
                                           15 Third Avenue
                                           Burlington, Massachusetts 01803

                  TENANT:                  eZenia! Inc., a Delaware corporation

                  ORIGINAL NOTICE
                  ADDRESS OF TENANT:       154 Middlesex Turnpike
                                           Burlington, Massachusetts 01803

                  EXPIRATION DATE          The last day of the third (3rd) lease
                                           year (as hereinafter defined)

                  COMMENCEMENT DATE:       The Date of this Lease

                  RENT COMMENCEMENT DATE:  August 1, 2002

                  ANNUAL FIXED RENT RATE:  $144,000.00

                  MONTHLY FIXED RENT RATE: $12,000.00

                  SECURITY AND
                  RESTORATION DEPOSIT:     $40,000.00

                  BASE OPERATING COSTS:    Operating Costs for the calendar year
                                           2003.

                  BASE TAXES:              Taxes for the fiscal tax year 2003.

                  TENANT'S PERCENTAGE:     The ratio of the  Rentable  Floor
                                           Area of the Premises to the total
                                           rentable area of the Building, which
                                           shall initially be deemed to be
                                           thirty-one and 25/100ths (31.25%)
                                           percent.

                  PERMITTED USES:          Offices

                  PUBLIC LIABILITY
                  INSURANCE LIMITS:

                       Commercial General Liability:   $1,000,000 per occurrence
                                                       $5,000,000 general
                                                       aggregate


1.2     EXHIBITS.

The Exhibits listed below in this section are incorporated in this Lease by
reference and are to be construed as a part of this Lease.

                  EXHIBIT A                Plan showing the Premises
                  EXHIBIT A-1              Furniture Inventory
                  EXHIBIT B                Rules and Regulations
                  EXHIBIT C                Form Tenant Estoppel Certificate

                                        1
<Page>

1.3     TABLE OF ARTICLES AND SECTIONS.

<Table>

        <S>                                                                                                     <C>
        ARTICLE 1 -- REFERENCE DATA

        1.1      Subjects Referred To............................................................................1
        1.2      Exhibits........................................................................................1
        1.3      Table of Articles and Sections..................................................................1

        ARTICLE 2 -- PREMISES AND TERM

        2.1      Premises........................................................................................3
        2.2      Term............................................................................................3
        2.3      Termination Right...............................................................................3

        ARTICLE 3 -- CONDITION OF PREMISES

        ARTICLE 4 -- RENT

        4.1      The Fixed Rent..................................................................................3
        4.2      Additional Rent.................................................................................3
                 4.2.1    Real Estate Taxes......................................................................3
                 4.2.2    Personal Property Taxes................................................................4
                 4.2.3    Operating Costs........................................................................4
                 4.2.4    Insurance..............................................................................4
                 4.2.5    Utilities..............................................................................5
        4.3      Late Payment of Rent............................................................................5
        4.4      Security and Restoration Deposit................................................................5

        ARTICLE 5 -- LANDLORD'S COVENANTS

        5.1      Affirmative Covenants...........................................................................5
                 5.1.1    Heat and Air Conditioning..............................................................5
                 5.1.2    Electricity............................................................................5
                 5.1.3    Cleaning; Water........................................................................6
                 5.1.4    Elevator; Fire Alarm...................................................................6
                 5.1.5    Repairs................................................................................6
        5.2      Interruption....................................................................................6
        5.3      Outside Services................................................................................6

        ARTICLE 6 -- TENANT'S ADDITIONAL COVENANTS

        6.1      Affirmative Covenants...........................................................................6
                 6.1.1    Perform Obligations....................................................................6
                 6.1.2    Use....................................................................................6
                 6.1.3    Repair and Maintenance.................................................................6
                 6.1.4    Compliance with Law....................................................................6
                 6.1.5    Indemnification........................................................................6
                 6.1.6    Landlord's Right to Enter..............................................................6
                 6.1.7    Personal Property at Tenant's Risk.....................................................6
                 6.1.8    Payment of Landlord's Cost of Enforcement..............................................7
                 6.1.9    Yield Up...............................................................................7
                 6.1.10   Rules and Regulations..................................................................7
                 6.1.11   Estoppel Certificate...................................................................7
                 6.1.12   Landlord's Expenses Re: Consents.......................................................7

        6.2      Negative Covenants..............................................................................7
                 6.2.1    Assignment and Subletting..............................................................7
                 6.2.2    Nuisance...............................................................................7
                 6.2.3    Hazardous Wastes and Materials.........................................................7
                 6.2.4    Floor Load; Heavy Equipment............................................................7
                 6.2.5    Installation, Alterations or Additions.................................................7
                 6.2.6    Abandonment............................................................................8
                 6.2.7    Signs..................................................................................8
                 6.2.8    Parking and Storage....................................................................8

        ARTICLE 7 -- CASUALTY OR TAKING

        7.1      Termination.....................................................................................8
        7.2      Restoration.....................................................................................8
        7.3      Award...........................................................................................8

        ARTICLE 8 -- DEFAULTS

        8.1      Events of Default...............................................................................8
        8.2      Remedies........................................................................................8
        8.3      Remedies Cumulative.............................................................................9
        8.4      Landlord's Right to Cure Defaults...............................................................9
        8.5      Effect of Waivers of Default....................................................................9
        8.6      No Waiver, etc..................................................................................9
        8.7      No Accord and Satisfaction......................................................................9

        ARTICLE 9 -- RIGHTS OF MORTGAGE HOLDERS

        9.1      Rights of Mortgage Holders......................................................................9
        9.2      Lease Superior or Subordinate to Mortgages......................................................9

        ARTICLE 10 -- MISCELLANEOUS PROVISIONS

        10.1     Notices From One Party to the Other.............................................................9
        10.2     Quiet Enjoyment................................................................................10
</Table>

                                        2
<Page>

<Table>
        <S>                                                                                                     <C>
        10.3     Lease Not to be Recorded.......................................................................10
        10.4     Limitation of Landlord's Liability.............................................................10
        10.5     Acts of God....................................................................................10
        10.6     Landlord's Default.............................................................................10
        10.7     Brokerage......................................................................................10
        10.8     Applicable Law and Construction................................................................10
</Table>

                                    ARTICLE 2

                                PREMISES AND TERM

2.1     PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from
        Landlord, subject to and with the benefit of the terms, covenants,
        conditions and provisions of this Lease, the Premises, excluding the
        roof, exterior faces of exterior walls, the common stairways,
        stairwells, elevators and elevator shafts, and pipes, ducts, conduits,
        wires, and appurtenant fixtures serving exclusively or in common other
        parts of the Building (and any areas, such as the space above the
        ceiling or in the walls, that may contain such pipes, ducts, conduits,
        wires or appurtenant fixtures), and if Tenant's space includes less than
        entire rentable area of any floor, excluding the central core area of
        such floor. Landlord also leases to Tenant, subject to the terms,
        covenants, conditions and provisions of this Lease, the furniture,
        fixtures and equipment listed on Exhibit A-1 attached hereto. For the
        purposes of this Lease, the term "Premises" shall be deemed to include
        all of the items listed in Exhibit A-1.

        Tenant shall have, as appurtenant to the Premises, rights to use in
        common, subject to reasonable rules of general applicability to tenants
        of the Building from time to time made by Landlord of which Tenant is
        given notice: (a) the common lobbies, hallways, stairways, and elevators
        of the Building, (b) common walkways and driveways necessary for access
        to the Building, (c) the common parking areas serving the Building, and
        (d) if the Premises include less than the entire rentable area of any
        floor, the common toilets and other common facilities in the central
        core area of such floor.

        Tenant shall be permitted to use up to 32 parking spaces in the parking
        area serving the Building.

        Landlord reserves the right from time to time, without unreasonable
        interference with use of the Premises: (a) to install, use, maintain,
        repair, replace and relocate for service to the Premises and other parts
        of the Building, or either, pipes, ducts, conduits, wires and
        appurtenant fixtures, wherever located in the Premises or Building, (b)
        to alter or relocate any other common facility, (c) to make any repairs
        and replacements to the Premises which Landlord may deem reasonably
        necessary, and (d) in connection with any excavation made upon adjacent
        land of Landlord or others, to enter, and to license others to enter,
        upon the Premises to do such work as the person causing such excavation
        deems necessary to preserve the wall of the Building from injury or
        damage and to support the same.

2.2     TERM. TO HAVE AND TO HOLD for a term beginning on the Commencement Date
        and ending on the Expiration Date, unless sooner terminated as
        hereinafter provided. Reference is made to that certain existing lease
        by and between the Trustees of Building 27 Associates, as landlord, and
        Tenant, as tenant, for premises at 63 Third Avenue, Northwest Park,
        Burlington, Massachusetts (the "Existing Lease"). Further reference is
        made to a certain termination agreement executed simultaneously herewith
        between the landlord under the Existing Lease and Tenant (the
        "Termination Agreement") whereby the Existing Lease will terminate in
        order to effect Tenant's relocation to the Premises demised hereunder.
        Landlord hereby agrees that if the Existing Lease is not terminated
        pursuant to the Termination Agreement, then this Lease shall be null and
        void.

        The term "lease year" as used herein shall mean a period of twelve (12)
        consecutive full calendar months. The first lease year shall begin on
        the Rent Commencement Date. Each succeeding lease year shall commence
        upon the anniversary date of the first lease year.

2.3     TERMINATION RIGHT. Both Landlord and Tenant shall have the right to
        terminate this Lease at any time after the end of the first lease year.
        If either party shall elect to exercise the aforesaid right, it shall do
        so by giving written notice to other, in which case this Lease shall
        terminate on the date set forth in such notice, which date shall be not
        less than ninety (90) days from the date of such notice. If either party
        exercises such termination right, Tenant shall pay Landlord a
        termination fee of $200,000.00 (the "Termination Fee") in the manner
        hereinafter set forth. Tenant shall pay one-half of the Termination Fee
        on the effective date of termination, and shall pay the balance of the
        Termination Fee on or before the date which is 12 months after the
        effective date of termination. Tenant's obligation to pay the
        Termination Fee shall survive the expiration or early termination of
        this Lease.

                                    ARTICLE 3

                              CONDITION OF PREMISES

        The Premises are leased to Tenant in "as-is" condition, in the condition
        the Premises are in as of the date of the "walk through" conducted on
        June 25, 2002, without any representations or warranties by Landlord as
        to the condition of the Premises or their suitability for Tenant's use,
        and without any obligation on the part of Landlord to construct or
        otherwise prepare the Premises for Tenant's use and occupancy, except
        that Landlord agrees that on the Commencement Date all essential
        building services, including, water, sewer, HVAC, and electricity, shall
        be fully functional and operational in a manner reasonably consistent
        with standard office environments.

                                    ARTICLE 4

                                      RENT

4.1     THE FIXED RENT. Commencing on the Rent Commencement Date, Tenant
        covenants and agrees to pay rent to Landlord at the Original Address of
        Landlord or at such other place or to such other person or entity as
        Landlord may by notice in writing to Tenant from time to time direct, at
        the Annual Fixed Rent Rate, in equal installments at the Monthly Fixed
        Rent Rate (which is 1/12th of the Annual Fixed Rent Rate), in advance,
        on the first day of each calendar month included in the term beginning
        on the Rent Commencement Date.

        If Landlord shall give notice to Tenant that all rent and other payments
        due hereunder are to be made to Landlord by electronic funds transfers,
        so called, or by similar means, Tenant shall make all such payments as
        shall be due after receipt of said notice by means of said electronic
        funds transfers (or such similar means as designated by Landlord).

4.2     ADDITIONAL RENT. Tenant covenants and agrees to pay, as Additional Rent,
        insurance costs, utility charges, personal property taxes and its pro
        rata share of increases in operating costs with respect to the Premises
        as provided in this Section 4.2 as follows:

        4.2.1   REAL ESTATE TAXES. If Taxes (as hereinafter defined) for any Tax
                Year during the term shall exceed Base Taxes, Tenant shall
                reimburse Landlord, as additional rent, for Tenant's Percentage
                of such excess (such amount hereinafter referred to as "Tax
                Excess"). Tenant shall remit to Landlord, on the first day of
                each calendar month, estimated payments on account of

                                        3
<Page>

                Tax Excess, such monthly amounts to be sufficient to provide
                Landlord, by the time real estate tax payments are due and
                payable to any governmental authority responsible for collection
                of same, a sum equal to the Tax Excess, as reasonably estimated
                by Landlord from time to time on the basis of the most recent
                tax data available. If the total of such monthly remittances for
                any Tax Year is greater than the actual Tax Excess for such Tax
                year, Landlord shall promptly pay to Tenant, or credit against
                the next accruing payments to be made by Tenant pursuant to this
                subsection 4.2.1, the difference; if the total of such
                remittances is less than the actual Tax Excess for such Tax
                Year, Tenant shall pay the difference to Landlord at least ten
                (10) days prior to the date or dates within such Tax Year that
                any Taxes become due and payable to the governmental authority
                (but in any event no earlier than ten (10) days following a
                written notice to Tenant, which notice shall set forth the
                manner of computation of Tax Excess).

                If, after Tenant shall have made reimbursement to Landlord
                pursuant to this subsection 4.2.1, Landlord shall receive a
                refund of any portion of Taxes paid by Tenant with respect to
                any Tax Year during the term hereof as a result of an abatement
                of such Taxes by legal proceedings, settlement or otherwise
                (without Landlord having any obligation to undertake any such
                proceedings), Landlord shall promptly pay to Tenant, or credit
                against the next accruing payments to be made by Tenant pursuant
                to this subsection 4.2.1, the Tenant's Percentage of the refund
                (less the proportional, pro rata expenses, including attorneys'
                fees and appraisers' fees, incurred in connection with obtaining
                any such refund), as relates to Tax Excess paid by Tenant to
                Landlord with respect to any Tax Year for which such refund is
                obtained.

                In the event this Lease shall commence, or shall end (by reason
                of expiration of the term or earlier termination pursuant to the
                provisions hereof), on any date other than the first or last day
                of the Tax Year, or should the Tax Year or period of assessment
                of real estate taxes be changed or be more or less than one (1)
                year, as the case may be, then the amount of Tax Excess which
                may be payable by Tenant as provided in this subsection 4.2.1
                shall be appropriately apportioned and adjusted.

                The term "Taxes" shall mean all taxes, assessments, betterments
                and other charges and impositions (including, but not limited
                to, fire protection service fees and similar charges) levied,
                assessed or imposed at any time during the term by any
                governmental authority upon or against the Property, or taxes in
                lieu thereof, and additional types of taxes to supplement real
                estate taxes due to legal limits imposed thereon. If, at any
                time during the term of this Lease, any tax or excise on rents
                or other taxes, however described, are levied or assessed
                against Landlord with respect to the rent reserved hereunder,
                either wholly or partially in substitution for, or in addition
                to, real estate taxes assessed or levied on the Property, such
                tax or excise on rents shall be included in Taxes; however,
                Taxes shall not include franchise, corporate, estate,
                inheritance, succession, capital levy, transfer, income or
                excess profits taxes assessed on Landlord or penalties or
                interest for late payment of real estate taxes. Taxes shall
                include any estimated payment made by Landlord on account of a
                fiscal tax period for which the actual and final amount of taxes
                for such period has not been determined by the governmental
                authority as of the date of any such estimated payment.

        4.2.2   PERSONAL PROPERTY TAXES. Tenant shall pay all taxes charged,
                assessed or imposed upon the personal property of Tenant in or
                upon the Premises.

        4.2.3   OPERATING COSTS. If, during the term hereof, Operating Costs (as
                hereinafter defined) incurred by Landlord in any calendar year
                shall exceed Base Operating Costs, Tenant shall reimburse
                Landlord, as additional rent, for Tenant's Percentage of any
                such excess (such amount being hereinafter referred to as the
                "Operating Costs Excess"). Tenant shall remit to Landlord, on
                the first day of each calendar month, estimated payments on
                account of Operating Costs Excess, such monthly amounts to be
                sufficient to provide Landlord, by the end of the calendar year,
                a sum equal to the Operating Costs Excess, as reasonably
                estimated by Landlord from time to time. If, at the expiration
                of the year in respect of which monthly installments of
                Operating Costs Excess shall have been made as aforesaid, the
                total of such monthly remittances is greater than the actual
                Operating Costs Excess for such year, Landlord shall promptly
                pay to Tenant, or credit against the next accruing payments to
                be made by Tenant pursuant to this subsection 4.2.3, the
                difference; if the total of such remittances is less than the
                Operating Costs Excess for such year, Tenant shall pay the
                difference to Landlord within twenty (20) days from the date
                Landlord shall furnish to Tenant an itemized statement of the
                Operating Costs Excess, prepared, allocated and computed in
                accordance with generally accepted accounting principles. Any
                reimbursement for Operating Costs due and payable by Tenant with
                respect to periods of less than twelve (12) months shall be
                equitably prorated.

                The term "Operating Costs" shall mean all costs and expenses
                incurred for the operation, cleaning, maintenance, repair and
                upkeep of the Property, and the portion of such costs and
                expenses with regard to the common areas, facilities and
                amenities of the Park which is equitably allocable to the
                Property, including, without limitation, all costs of
                maintaining and repairing the Property and the Park (including
                snow removal, landscaping and grounds maintenance, operation and
                maintenance of parking lots, sidewalks, walking paths, access
                roads and driveways, security, operation and repair of heating
                and air-conditioning equipment, elevators, lighting and any
                other Building equipment or systems) and of all repairs and
                replacements (other than repairs or replacements for which
                Landlord has received full reimbursement from contractors, other
                tenants of the Building or from others) necessary to keep the
                Property and the Park in good working order, repair, appearance
                and condition; all costs, including material and equipment
                costs, for cleaning and janitorial services to the Building
                (including window cleaning of the Building); all costs of any
                reasonable insurance carried by Landlord relating to the
                Property; all costs related to provision of heat (including oil,
                electric, steam and/or gas), air-conditioning, and water
                (including sewer charges) and other utilities to the Building
                (exclusive of reimbursement to Landlord for any of same received
                as a result of direct billing to any tenant of the Building);
                payments under all service contracts relating to the foregoing;
                all compensation, fringe benefits, payroll taxes and workmen's
                compensation insurance premiums related thereto with respect to
                any employees of Landlord or its affiliates engaged in security
                and maintenance of the Property and the Park; reasonable
                attorneys' fees and disbursements (exclusive of any such fees
                and disbursements incurred in tax abatement proceedings or the
                preparation of leases) and reasonable auditing and other
                professional fees and expenses; and a management fee which shall
                be comparable to management fees charged by other Landlords of
                comparable buildings in the vicinity of the Property.

                There shall not be included in such Operating Costs brokerage
                fees (including rental fees) related to the operation of the
                Building; interest and depreciation charges incurred on the
                Property; or expenditures made by Tenant with respect to (i)
                cleaning, maintenance and upkeep of the Premises, and (ii) the
                provision of electricity to the Premises.

                If, during the term of this Lease, Landlord shall replace any
                capital items or make any capital expenditures (collectively
                called "capital expenditures") the total amount of which is not
                properly included in Operating Costs for the calendar year in
                which they were made, there shall nevertheless be included in
                Operating Costs for each calendar year in which and after such
                capital expenditure is made the annual charge-off of such
                capital expenditure. (Annual charge-off shall be determined by
                (i) dividing the original cost of the capital expenditure by the
                number of years of useful life thereof [The useful life shall be
                reasonably determined by Landlord in accordance with generally
                accepted accounting principles and practices in effect at the
                time of acquisition of the capital item.]; and (ii) adding to
                such quotient an interest factor computed on the unamortized
                balance of such capital expenditure based upon an interest rate
                reasonably determined by Landlord as being the interest rate
                then being charged for long-term mortgages by institutional
                lenders on like properties within the locality in which the
                Building is located.) Provided, further, that if Landlord
                reasonably concludes on the basis of engineering estimates that
                a particular capital expenditure will effect savings in
                Operating Costs and that such annual projected savings will
                exceed the annual charge-off of capital expenditure computed as
                aforesaid, then and in such events, the annual charge-off shall
                be determined by dividing the amount of such capital expenditure
                by the number of years over which the projected

                                        4
<Page>

                amount of such savings shall fully amortize the cost of such
                capital item or the amount of such capital expenditure; and by
                adding the interest factor, as aforesaid.

                If during any portion of any year for which Operating Costs are
                being computed, the Building was not fully occupied by tenants
                or if not all of such tenants were paying fixed rent or if
                Landlord was not supplying all tenants with the services being
                supplied hereunder, actual Operating Costs incurred shall be
                reasonably extrapolated by Landlord to the estimated Operating
                Costs that would have been incurred if the Building were fully
                occupied by tenants and all such tenants were then paying fixed
                rent or if such services were being supplied to all tenants, and
                such extrapolated amount shall, for the purposes of this Section
                4.2.3, be deemed to be the Operating Costs for such year.

        4.2.4   INSURANCE. Tenant shall, at its expense, as Additional Rent,
                take out and maintain throughout the term the following
                insurance protecting Landlord:


                4.2.4.1   Commercial general liability insurance naming
                          Landlord, Tenant, and Landlord's managing agent and
                          any mortgagee of which Tenant has been given notice as
                          insureds or additional insureds and indemnifying the
                          parties so named against all claims and demands for
                          death or any injury to person or damage to property
                          which may be claimed to have occurred on the Premises
                          (or the Property, insofar as used by customers,
                          employees, servants or invitees of the Tenant), in
                          amounts which shall, at the beginning of the term, be
                          at least equal to the limits set forth in Section 1.1,
                          and, which, from time to time during the term, shall
                          be for such higher limits, if any, as are customarily
                          carried in the area in which the Premises are located
                          on property similar to the Premises and used for
                          similar purposes; and workmen's compensation insurance
                          with statutory limits covering all of Tenant's
                          employees working on the Premises.

                4.2.4.2   Fire insurance with the usual extended coverage
                          endorsements covering all Tenant's furniture,
                          furnishings, fixtures and equipment.

                4.2.4.3   All such policies shall be obtained from responsible
                          companies qualified to do business and in good
                          standing in Massachusetts, and the amount of insurance
                          allocated thereto shall be subject to Landlord's
                          approval. Tenant agrees to furnish Landlord with
                          certificates evidencing all such insurance prior to
                          the beginning of the term hereof and evidencing
                          renewal thereof at least thirty (30) days prior to the
                          expiration of any such policy. Each such policy shall
                          be non-cancelable with respect to the interest of
                          Landlord without at least ten (10) days' prior written
                          notice thereto. In the event provision for any such
                          insurance is to be by a blanket insurance policy, the
                          policy shall allocate a specific and sufficient amount
                          of coverage to the Premises.

                4.2.4.4   All insurance which is carried by either party with
                          respect to the Building, Premises or to furniture,
                          furnishings, fixtures, or equipment therein or
                          alterations or improvements thereto, whether or not
                          required, shall include provisions which either
                          designate the other party as one of the insured or
                          deny to the insurer acquisition by subrogation of
                          rights of recovery against the other party to the
                          extent such rights have been waived by the insured
                          party prior to occurrence of loss or injury, insofar
                          as, and to the extent that, such provisions may be
                          effective without making it impossible to obtain
                          insurance coverage from responsible companies
                          qualified to do business in the state in which the
                          Premises are located (even though extra premium may
                          result therefrom). In the event that extra premium is
                          payable by either party as a result of this provision,
                          the other party shall reimburse the party paying such
                          premium the amount of such extra premium. If at the
                          request of one party, this non-subrogation provision
                          is waived, then the obligation of reimbursement shall
                          cease for such period of time as such waiver shall be
                          effective, but nothing contained in this subsection
                          shall derogate from or otherwise affect releases
                          elsewhere herein contained of either party for claims.
                          Each party shall be entitled to have certificates of
                          any policies containing such provisions. Each party
                          hereby waives all rights of recovery against the other
                          for loss or injury against which the waiving party is
                          protected by insurance containing said provisions,
                          reserving, however, any rights with respect to any
                          excess of loss or injury over the amount recovered by
                          such insurance.

        4.2.5   UTILITIES. Tenant shall pay all charges made by public authority
                or utility for the cost of electricity furnished or consumed on
                the Premises, and all charges for telephone and other utilities
                or services not supplied by Landlord pursuant to Subsections
                5.1.1 and 5.1.3, whether designated as a charge, tax,
                assessment, fee or otherwise, all such charges to be paid as the
                same from time to time become due. Except as otherwise provided
                in Article 5, it is understood and agreed that Tenant shall make
                its own arrangements for the installation or provision of all
                such utilities and that Landlord shall be under no obligation to
                furnish any utilities to the Premises and shall not be liable
                for any interruption or failure in the supply of any such
                utilities to the Premises.

4.3     LATE PAYMENT OF RENT. If any installment of rent is paid after the
        expiration of the notice and cure period specified in Section 8.1, then
        Tenant shall pay Landlord a late payment fee equal to five (5%) percent
        of the overdue payment.

4.4     SECURITY AND RESTORATION DEPOSIT. Upon the execution of this Lease,
        Tenant shall deposit with Landlord the Security and Restoration Deposit;
        provided, however, Landlord shall cause the security deposit under
        Tenant's existing lease at 63 Third Avenue, or so much thereof that is
        remaining in accordance with the Termination Agreement, to be
        transferred and applied to the Security and Restoration Deposit
        hereunder. Said deposit shall be held by Landlord as security for the
        faithful performance by Tenant of all the terms of this Lease by said
        Tenant to be observed and performed. The security deposit shall not be
        mortgaged, assigned, transferred or encumbered by Tenant without the
        written consent of Landlord and any such act on the part of Tenant shall
        be without force and effect and shall not be binding upon Landlord.

        If the Fixed Rent or Additional Rent or any other sum payable hereunder
        shall be overdue and unpaid beyond the expiration of any and all
        applicable notice and cure periods hereunder, or should Landlord make
        payments on behalf of the Tenant, or Tenant shall fail to perform any of
        the terms of this Lease beyond the expiration of any and all applicable
        notice and cure periods hereunder, then Landlord may, at its option and
        without prejudice to any other remedy which Landlord may have on account
        thereof, appropriate and apply said entire deposit or so much thereof as
        may be necessary to compensate Landlord toward the payment of Fixed
        Rent, Additional Rent or other sums or loss or damage sustained by
        Landlord due to such breach on the part of Tenant; and Tenant shall
        forthwith upon demand restore said security to the original sum
        deposited. Should Tenant comply with all of said terms and promptly pay
        all of the rentals as they fall due and all other sums payable by Tenant
        to Landlord, said deposit shall be returned in full to Tenant at the end
        of the term.

        In the event of bankruptcy or other creditor-debtor proceedings against
        Tenant, all securities shall be deemed to be applied first to the
        payment of rent and other charges due Landlord for all periods prior to
        the filing of such proceedings.

                                    ARTICLE 5

                              LANDLORD'S COVENANTS

5.1     AFFIRMATIVE COVENANTS. Landlord covenants with Tenant:

                                        5
<Page>

        5.1.1   HEAT AND AIR-CONDITIONING. To furnish to the Premises heat and
                air-conditioning (reserving the right, at any time, to change
                energy or heat sources) sufficient to maintain the Premises at
                comfortable temperatures (subject to all federal, state, and
                local regulations relating to the provision of heat).
                Air-conditioning shall be provided during the hours of 8:00 a.m.
                to 6:00 p.m. on Mondays through Fridays, during such days of the
                year that the Building is normally open. If Tenant requires
                air-conditioning other than during the days and hours listed
                above, Landlord shall furnish the same upon Tenant's reasonable
                advance request therefor and Tenant shall pay Landlord, as
                additional rent, all charges for after-hours air-conditioning.
                As of the date of this Lease, the current charge for after-hours
                air-conditioning is $35.00 per hour.

        5.1.2   ELECTRICITY. To furnish to the Premises, separately metered and
                at the direct expense of Tenant as hereinabove provided,
                reasonable electricity for Tenant's Permitted Uses. If Tenant
                shall require electricity in excess of reasonable quantities for
                Tenant's Permitted Uses and if (i) in Landlord's reasonable
                judgment, Landlord's facilities are inadequate for such excess
                requirements, or (ii) such excess use shall result in an
                additional burden on the Building utilities systems and
                additional cost to Landlord on account thereof, as the case may
                be, (a) Tenant shall, upon demand, reimburse Landlord for such
                additional cost, as aforesaid, or (b) Landlord, upon Tenant's
                written request, and at the sole cost and expense of Tenant,
                will furnish and install such additional wire, conduits,
                feeders, switchboards and appurtenances as reasonably may be
                required to supply such additional requirements of Tenant (if
                electricity therefor is then available to Landlord), provided
                that the same shall be permitted by applicable laws and
                insurance regulations and shall not cause permanent damage or
                injury to the Building or cause or create a dangerous or
                hazardous condition or entail excessive or unreasonable
                alterations or repairs.

        5.1.3   CLEANING; WATER. To provide cleaning to the Premises in
                accordance with cleaning and janitorial standards generally
                prevailing throughout the term hereof in comparable office
                buildings within the municipality in which the Building is
                located; and to furnish water for ordinary cleaning, lavatory
                and toilet facilities.

        5.1.4   ELEVATOR; FIRE ALARM. To furnish elevator service (if any) from
                the lobby to the Premises; and to maintain fire alarm systems
                within the Building.

        5.1.5   REPAIRS. Except as otherwise expressly provided herein, to make
                such repairs and replacements to the roof, exterior walls, floor
                slabs and other structural components of the Building, and to
                the common areas, facilities and plumbing, electrical, heating,
                ventilating and air-conditioning systems of the Building as may
                be necessary to keep them in good repair and condition
                (exclusive of equipment installed by Tenant and except for those
                repairs required to be made by Tenant pursuant to Section 6.1.3
                hereof and repairs or replacements occasioned by any act or
                negligence of Tenant, its servants, agents, customers,
                contractors, employees, invitees, or licensees). Landlord shall
                use reasonable efforts to minimize interference with Tenant's
                use of the Premises during repairs.

        5.1.6   LANDLORD'S INSURANCE. To take out and maintain all-risk casualty
                insurance in an amount at least equal to the replacement cost of
                the Building and improvements on the Premises and any other
                personal property of Landlord on the Premises, as such
                replacement cost may, from time to time, be reasonably
                determined by Landlord.

5.2     INTERRUPTION. Landlord shall be under no responsibility or liability for
        failure or interruption of any of the above-described services, repairs
        or replacements caused by breakage, accident, strikes, repairs,
        inability to obtain supplies, labor or materials, or for any other
        causes beyond the control of the Landlord, and in no event for any
        indirect or consequential damages to Tenant; and failure or omission on
        the part of the Landlord to furnish any of same for any of the reasons
        set forth in this paragraph shall not be construed as an eviction of
        Tenant, actual or constructive, nor entitle Tenant to an abatement of
        rent, nor render the Landlord liable in damages, nor release Tenant from
        prompt fulfillment of any of its covenants under this Lease.

5.3     OUTSIDE SERVICES. In the event Tenant wishes to provide outside services
        for the Premises over and above those services to be provided by
        Landlord as set forth herein, Tenant shall first obtain the prior
        written approval of Landlord for the installation and/or utilization of
        such services ("Outside services" shall include, but shall not be
        limited to, cleaning services, television, so-called "canned music"
        services, security services, catering services and the like.) In the
        event Landlord approves the installation and/or utilization of such
        services, such installation and utilization shall be at Tenant's sole
        cost, risk and expense.

                                    ARTICLE 6

                          TENANT'S ADDITIONAL COVENANTS

6.1     AFFIRMATIVE COVENANTS. Tenant covenants at all times during the term and
        for such further time (prior or subsequent thereto) as Tenant occupies
        the Premises or any part thereof:

        6.1.1   PERFORM OBLIGATIONS. To perform promptly all of the obligations
                of Tenant set forth in this Lease; and to pay when due the Fixed
                Rent and Additional Rent and all charges, rates and other sums
                which by the terms of this Lease are to be paid by Tenant.

        6.1.2   USE. To use the Premises only for the Permitted Uses, and from
                time to time to procure all licenses and permits necessary
                therefor, at Tenant's sole expense. With respect to any licenses
                or permits for which Tenant may apply, pursuant to this
                subsection 6.1.2 or any other provision hereof, Tenant shall
                furnish Landlord copies of applications therefor on or before
                their submission to the governmental authority.

        6.1.3   REPAIR AND MAINTENANCE. To maintain the Premises in neat order
                and condition and to perform all routine and ordinary repairs to
                the Premises and to any plumbing, heating, electrical,
                ventilating and air-conditioning systems located within the
                Premises and installed by Tenant such as are necessary to keep
                them in good working order, appearance and condition, as the
                case may require, reasonable use and wear thereof and damage by
                fire or by unavoidable casualty only excepted; to keep all glass
                in windows and doors of the Premises (except glass in the
                exterior walls of the Building) whole and in good condition with
                glass of the same quality as that injured or broken; and to make
                as and when needed as a result of misuse by, or neglect or
                improper conduct of Tenant or Tenant's servants, employees,
                agents, invitees or licensees or otherwise, all repairs
                necessary, which repairs and replacements shall be in quality
                and class equal to the original work. (Landlord, upon default of
                Tenant beyond the expiration of any and all applicable notice
                and cure periods hereunder [except in emergencies, where no
                notice shall be required], may elect, at the reasonable expense
                of Tenant, to perform all such cleaning and maintenance and to
                make any such repairs or to repair any damage or injury to the
                Building or the Premises caused by moving property of Tenant in
                or out of the Building, or by installation or removal of
                furniture or other property, or by misuse by, or neglect, or
                improper conduct of, Tenant or Tenant's servants, employees,
                agents, contractors, customers, patrons, invitees, or
                licensees.)

        6.1.4   COMPLIANCE WITH LAW. To make all repairs, alterations, additions
                or replacements to the Premises required by any law or ordinance
                or any order or regulation of any public authority; to keep the
                Premises equipped with all safety appliances so required; and to
                comply with the orders and regulations of all governmental
                authorities with respect to zoning, building, fire, health and
                other codes, regulations, ordinances or laws applicable to the
                Premises, except that Tenant may defer compliance so long as the
                validity of any such law, ordinance, order or regulations shall
                be contested by Tenant in good

                                        6
<Page>

                faith and by appropriate legal proceedings, if Tenant first
                gives Landlord appropriate assurance or security against any
                loss, cost or expense on account thereof.

        6.1.5   INDEMNIFICATION. To save harmless, exonerate and indemnify
                Landlord, its agents (including, without limitation, Landlord's
                managing agent) and employees (such agents and employees being
                referred to collectively as the "Landlord Related Parties") from
                and against any and all claims, liabilities or penalties
                asserted by or on behalf of any person, firm, corporation or
                public authority on account of injury, death, damage or loss to
                person or property in or upon the Premises and the Property
                arising out of the use or occupancy of the Premises by Tenant or
                by any person claiming by, through or under Tenant (including,
                without limitation, all patrons, employees and customers of
                Tenant), or arising out of any delivery to or service supplied
                to the Premises, or on account of or based upon anything
                whatsoever done on the Premises, except if the same was caused
                by the negligence, fault or misconduct of Landlord or the
                Landlord Related Parties. In respect of all of the foregoing,
                Tenant shall indemnify Landlord and the Landlord Related Parties
                from and against all costs, expenses (including reasonable
                attorneys' fees), and liabilities incurred in or in connection
                with any such claim, action or proceeding brought thereon; and,
                in case of any action or proceeding brought against Landlord or
                the Landlord Related Parties by reason of any such claim,
                Tenant, upon notice from Landlord and at Tenant's expense, shall
                resist or defend such action or proceeding and employ counsel
                therefor reasonably satisfactory to Landlord.

        6.1.6   LANDLORD'S RIGHT TO ENTER. To permit Landlord and its agents to
                enter into and examine the Premises at reasonable times, and
                upon reasonable advance written notice, and to show the
                Premises, and to make repairs to the Premises, and, during the
                last six (6) months prior to the expiration of this Lease, to
                keep affixed in suitable places notices of availability of the
                Premises.

        6.1.7   PERSONAL PROPERTY AT TENANT'S RISK. All of the furnishings,
                fixtures, equipment, effects and property of every kind, nature
                and description of Tenant and of all persons claiming by,
                through or under Tenant which, during the continuance of this
                Lease or any occupancy of the Premises by Tenant or anyone
                claiming under Tenant, may be on the Premises, shall be at the
                sole risk and hazard of Tenant and if the whole or any part
                thereof shall be destroyed or damaged by fire, water or
                otherwise, or by the leakage or bursting of water pipes, steam
                pipes, or other pipes, by theft or from any other cause, no part
                of said loss or damage is to be charged to or to be borne by
                Landlord, except that Landlord shall in no event be indemnified
                or held harmless or exonerated from any liability to Tenant or
                to any other person, for any injury, loss, damage or liability
                to the extent prohibited by law.

        6.1.8   PAYMENT OF LANDLORD'S COST OF ENFORCEMENT. To pay on demand
                Landlord's reasonable expenses, including reasonable attorneys'
                fees, incurred in enforcing any obligation of Tenant under this
                Lease or in curing any default by Tenant under this Lease as
                provided in Section 8.4.

        6.1.9   YIELD UP. At the expiration of the term or earlier termination
                of this Lease: to surrender all keys to the Premises; to remove
                all of its trade fixtures and personal property in the Premises;
                to deliver to Landlord stamped architectural plans showing the
                Premises at yield up (which shall not be required if Tenant has
                made no installations after the Commencement Date); to remove
                such installations made by it as Landlord may request (including
                computer and telecommunications wiring and cabling, it being
                understood that if Tenant leaves such wiring and cabling in a
                useable condition, Landlord, although having the right to
                request removal thereof, is less likely to so request) and all
                Tenant's signs wherever located; to repair all damage caused by
                such removal and to yield up the Premises (including all
                installations and improvements made by Tenant except for trade
                fixtures and such of said installations or improvements as
                Landlord shall request Tenant to remove), broom-clean and in the
                same good order and repair in which Tenant is obliged to keep
                and maintain the Premises by the provisions of this Lease. Any
                property not so removed shall be deemed abandoned and, if
                Landlord so elects, deemed to be Landlord's property, and may be
                retained or removed and disposed of by Landlord in such manner
                as Landlord shall determine and Tenant shall pay Landlord the
                entire cost and expense incurred by it in effecting such removal
                and disposition and in making any incidental repairs and
                replacements to the Premises and for use and occupancy during
                the period after the expiration of the term and prior to its
                performance of its obligations under this subsection 6.1.9.
                Tenant shall further indemnify Landlord against all loss, cost
                and damage resulting from Tenant's failure and delay in
                surrendering the Premises as above provided.

                If the Tenant remains in the Premises beyond the expiration or
                earlier termination of this Lease, such holding over shall be
                without right and shall not be deemed to create any tenancy, but
                the Tenant shall be a tenant at sufferance only at a daily rate
                of rent equal to two (2) times the rent and other charges in
                effect under this Lease as of the day prior to the date of
                expiration of this Lease.

        6.1.10  RULES AND REGULATIONS. To comply with the Rules and Regulations
                set forth in Exhibit B, and with all reasonable Rules and
                Regulations of general applicability to all tenants of the
                Building hereafter made by Landlord, of which Tenant has been
                given notice; Landlord shall not be liable to Tenant for the
                failure of other tenants of the Building to conform to such
                Rules and Regulations.

        6.1.11  ESTOPPEL CERTIFICATE. Upon not less than ten (10) days' prior
                written request by Landlord, to execute, acknowledge and deliver
                to Landlord a statement in writing, which may be in the form
                attached hereto as Exhibit C or in another form reasonably
                similar thereto, or such other form as Landlord may provide from
                time to time, certifying all or any of the following: (i)
                whether this Lease is unmodified and in full force and effect,
                (ii) whether the term has commenced and Fixed Rent and
                Additional Rent have become payable hereunder and, if so, the
                dates to which they have been paid, (iii) whether or not
                Landlord is in default in performance of any of the terms of
                this Lease, (iv) whether Tenant has accepted possession of the
                Premises, (v) whether Tenant has made any claim against Landlord
                under this Lease and, if so, the nature thereof and the dollar
                amount, if any, of such claim, (vi) whether there exist any
                offsets or defenses against enforcement of any of the terms of
                this Lease upon the part of Tenant to be performed, and (vii)
                such further information with respect to the Lease or the
                Premises as Landlord may reasonably request. Any such statement
                delivered pursuant to this subsection 6.1.11 may be relied upon
                by any prospective purchaser or mortgagee of the Premises, or
                any prospective assignee of such mortgage. Tenant shall also
                deliver to Landlord such financial information as may be
                reasonably required by Landlord to be provided to any mortgagee
                or prospective purchaser of the Premises.

        6.1.12  LANDLORD'S EXPENSES RE CONSENTS. To reimburse Landlord promptly
                on demand for all reasonable legal expenses incurred by Landlord
                in connection with all requests by Tenant for consent or
                approval hereunder.

6.2     NEGATIVE COVENANTS. Tenant covenants at all times during the term and
        such further time (prior or subsequent thereto) as Tenant occupies the
        Premises or any part thereof:

        6.2.1   ASSIGNMENT AND SUBLETTING. Not to assign, transfer, mortgage or
                pledge this Lease or to sublease (which term shall be deemed to
                include the granting of concessions and licenses and the like)
                all or any part of the Premises or suffer or permit this Lease
                or the leasehold estate hereby created or any other rights
                arising under this Lease to be assigned, transferred or
                encumbered, in whole or in part, whether voluntarily,
                involuntarily or by operation of law, or permit the occupancy of
                the Premises by anyone other than Tenant.

        6.2.2   NUISANCE. Not to injure, deface or otherwise harm the Premises;
                nor commit any nuisance; nor permit in the Premises any vending
                machine (except such as is used for the sale of merchandise to
                employees of Tenant) or inflammable fluids or chemicals (except
                such as are customarily used in connection with standard office
                equipment); nor permit any cooking to

                                        7
<Page>

                such extent as requires special exhaust venting; nor permit the
                emission of any objectionable noise or odor; nor make, allow or
                suffer any waste; nor make any use of the Premises which is
                improper, offensive or contrary to any law or ordinance or which
                will invalidate any of Landlord's insurance; nor conduct any
                auction, fire, "going out of business" or bankruptcy sales.

        6.2.3   HAZARDOUS WASTES AND MATERIALS. Not to dispose of any hazardous
                wastes, hazardous materials or oil on the Premises or the
                Property, or into any of the plumbing, sewage, or drainage
                systems thereon, and to indemnify and save Landlord harmless
                from all claims, liability, loss or damage arising on account of
                the use or disposal of hazardous wastes, hazardous materials or
                oil, including, without limitation, liability under any federal,
                state, or local laws, requirements and regulations, or damage to
                any of the aforesaid systems. Tenant shall comply with all
                governmental reporting requirements with respect to hazardous
                wastes, hazardous materials and oil, and shall deliver to
                Landlord copies of all reports filed with governmental
                authorities. Landlord agrees to indemnify and hold Tenant
                harmless from all claims, liability, loss or damage arising on
                account of hazardous wastes, hazardous materials or oil present
                at or under or near the Premises or the Property on which the
                Premises is located as of the Commencement Date. In the event
                any third party shall institute any claim against Tenant for
                which Landlord has agreed to indemnify Tenant, the Landlord
                shall bear the burden of proving that Tenant is at fault in such
                claim.

        6.2.4   FLOOR LOAD; HEAVY EQUIPMENT. Not to place a load upon any floor
                of the Premises exceeding the floor load per square foot area
                which such floor was designed to carry and which is allowed by
                law. Landlord reserves the right to prescribe the weight and
                position of all heavy business machines and equipment, including
                safes, which shall be placed so as to distribute the weight.
                Business machines and mechanical equipment which cause vibration
                or noise shall be placed and maintained by Tenant at Tenant's
                expense in settings sufficient to absorb and prevent vibration,
                noise and annoyance. Tenant shall not move any safe, heavy
                machinery, heavy equipment, freight or fixtures into or out of
                the Premises except in such manner and at such time as Landlord
                shall in each instance authorize.

        6.2.5   INSTALLATION, ALTERATIONS OR ADDITIONS. Not to make any
                installations, alterations or additions in, to or on the
                Premises nor to permit the making of any holes in the walls,
                partitions, ceilings or floors nor the installation or
                modification of any locks or security devices without on each
                occasion obtaining the prior written consent of Landlord, and
                then only pursuant to plans and specifications approved by
                Landlord in advance in each instance; Tenant shall pay promptly
                when due the entire cost of any work to the premises undertaken
                by Tenant so that the Premises shall at all times be free of
                liens for labor and materials, and at Landlord's request Tenant
                shall furnish to Landlord a bond or other security acceptable to
                Landlord assuring that any work commenced by Tenant will be
                completed in accordance with the plans and specifications
                theretofore approved by Landlord and assuring that the Premises
                will remain free of any mechanics' lien or other encumbrance
                arising out of such work. In any event, Tenant shall forthwith
                bond against or discharge any mechanics' liens or other
                encumbrances that may arise out of such work. Tenant shall
                procure all necessary licenses and permits at Tenant's sole
                expense before undertaking such work. All such work shall be
                done in a good and workmanlike manner employing materials of
                good quality and so as to conform with all applicable zoning,
                building, fire, health and other codes, regulations, ordinances
                and laws. Tenant shall save Landlord harmless and indemnified
                from all injury, loss, claims or damage to any person or
                property occasioned by or growing out of such work.

                Not to grant a security interest in, or to lease, any personal
                property being installed in the Premises (including, without
                limitation, demountable partitions) without first obtaining an
                agreement, for the benefit of Landlord, from the secured party
                or lessor that such property will be removed within ten (10)
                business days after notice from Landlord of the expiration or
                earlier termination of this Lease and that a failure to so
                remove will subject such property to the provisions of
                subsection 6.1.9 of the Lease.

        6.2.6   ABANDONMENT. Not to abandon or vacate the Premises during the
                term.

        6.2.7   SIGNS. Not without Landlord's prior written approval to paint or
                place any signs or place any curtains, blinds, shades, awnings,
                aerials, or the like, visible from outside the Premises.

        6.2.8   PARKING AND STORAGE. Not to permit any storage of materials
                outside of the Premises; nor to permit the use of the parking
                areas for either temporary or permanent storage of trucks; nor
                permit the use of the Premises for any use for which heavy
                trucking would be customary.

                                    ARTICLE 7

                               CASUALTY OR TAKING

7.1     TERMINATION. In the event that the Premises or the Building, or any
        material part thereof, shall be taken by any public authority or for any
        public use, or shall be destroyed or damaged by fire or casualty, or by
        the action of any public authority, then this Lease may be terminated at
        the election of Landlord. Such election, which may be made
        notwithstanding the fact that Landlord's entire interest may have been
        divested, shall be made by the giving of notice by Landlord to Tenant
        within sixty (60) days after the date of the taking or casualty.

7.2     RESTORATION. If Landlord does not elect to so terminate, this Lease
        shall continue in force and a just proportion of the rent reserved,
        according to the nature and extent of the damages sustained by the
        Premises, shall be suspended or abated until the Premises, or what may
        remain thereof, shall be put by Landlord in proper condition for use,
        which Landlord covenants to do with reasonable diligence to the extent
        permitted by the net proceeds of insurance recovered or damages awarded
        for such taking, destruction or damage and subject to zoning and
        building laws or ordinances then in existence. "Net proceeds of
        insurance recovered or damages awarded" refers to the gross amount of
        such insurance or damages less the reasonable expenses of Landlord
        incurred in connection with the collection of the same, including
        without limitation, fees and expenses for legal and appraisal services.

        A. If the Premises, or any material part thereof shall be damaged or
        taken, then within thirty (30) days of such event Landlord shall submit
        to Tenant its good faith estimate of the estimated time to complete such
        repairs. If such estimate exceeds one hundred eighty (180) days, Tenant
        may elect, by a written notice sent within fifteen (15) days after
        notice of such estimate is sent to Tenant, to terminate this Lease.

        B. If the Premises, or any material part thereof, shall be damaged or
        taken, and if Landlord shall not have restored the Premises to
        substantially the same condition as existed prior to such damage or, in
        the case of a taking, the remainder of the Premises to as nearly as
        practicably may be to the same condition as existed prior to such taking
        within one hundred fifty (150) days after the date of such casualty or
        taking for any reason other than Tenant's fault, Tenant may terminate
        this Lease by giving Landlord written notice after said one hundred
        fifty (150) day period, effective at the expiration of thirty (30) days
        after Landlord receives said notice; provided, however, that such
        termination shall be rendered ineffective if, prior to expiration of
        said thirty (30) day period, Landlord shall have completed such
        restoration.

        C. If less than a material part of the Premises are damaged or taken,
        and if Landlord shall not have restored the Premises to substantially
        the same condition as existed prior to such damage or, in the case of a
        taking, the remainder of the Premises to as nearly as practicably may be
        to the same condition as existed prior to such taking within sixty (60)
        days after the date of such casualty or taking for any reason other than
        Tenant's fault, Tenant may terminate this Lease by giving Landlord
        written notice after said sixty (60) day period, effective at the

                                        8
<Page>

        expiration of thirty (30) days after Landlord receives said notice;
        provided, however that such termination shall be rendered ineffective
        if, prior to expiration of said thirty (30) day period, Landlord shall
        have completed such restoration.

7.3     AWARD. Irrespective of the form in which recovery may be had by law, all
        rights to damages or compensation shall belong to Landlord in all cases.
        Tenant hereby grants to Landlord all of Tenant's rights to such damages
        and covenants to deliver such further assignments thereof as Landlord
        may from time to time request.

                                    ARTICLE 8

                                    DEFAULTS

8.1     EVENTS OF DEFAULT. (a) If Tenant shall default in the performance of any
        of its obligations to pay the Fixed Rent, Additional Rent or any other
        sum due Landlord hereunder and if such default shall continue for ten
        (10) days after written notice from Landlord designating such default or
        if within thirty (30) days after written notice from Landlord to Tenant
        specifying any other default or defaults Tenant has not commenced
        diligently to correct the default or defaults so specified or has not
        thereafter diligently pursued such correction to completion, or (b) if
        any assignment shall be made by Tenant or any guarantor of Tenant for
        the benefit of creditors, or (c) if Tenant's leasehold interest shall be
        taken on execution, or (d) if a lien or other involuntary encumbrance is
        filed against Tenant's leasehold interest or Tenant's other property,
        including said leasehold interest, and is not discharged within ten (10)
        days thereafter, or (e) if a petition is filed by Tenant or any
        guarantor of Tenant for liquidation, or for reorganization or an
        arrangement under any provision of any bankruptcy law or code as then in
        force and effect, or (f) if an involuntary petition under any of the
        provisions of any bankruptcy law or code is filed against Tenant or any
        guarantor of Tenant and such involuntary petition is not dismissed
        within thirty (30) days thereafter, then, and in any of such cases,
        Landlord and the agents and servants of Landlord lawfully may, in
        addition to and not in derogation of any remedies for any preceding
        breach of covenant, immediately or at any time thereafter without demand
        or notice and with or without process of law (forcibly, if necessary)
        enter into and upon the Premises or any part thereof in the name of the
        whole or mail a notice of termination addressed to Tenant, and repossess
        the same as of landlord's former estate and expel Tenant and those
        claiming through or under Tenant and remove its and their effects
        (forcibly, if necessary) without being deemed guilty of any manner of
        trespass and without prejudice to any remedies which might otherwise be
        used for arrears of rent or prior breach of covenants, and upon such
        entry or mailing as aforesaid this Lease shall terminate, Tenant hereby
        waiving all statutory rights to the Premises (including without
        limitation rights of redemption, if any, to the extent such rights may
        be lawfully waived) and Landlord, without notice to Tenant, may store
        Tenant's effects, and those of any person claiming through or under
        Tenant, at the expense and risk of Tenant, and, if Landlord so elects,
        may sell such effects at public auction or private sale and apply the
        net proceeds to the payment of all sums due to Landlord from Tenant, if
        any, and pay over the balance, if any, to Tenant.

8.2     REMEDIES. In the event that this Lease is terminated under any of the
        provisions contained in Section 8.1, Tenant covenants to pay forthwith
        to Landlord, as compensation, the excess of the total rent reserved for
        the residue of the term over the rental value of the Premises for said
        residue of the term. In calculating the rent reserved there shall be
        included, in addition to the Fixed Rent and Additional Rent, the value
        of all other considerations agreed to be paid or performed by Tenant for
        said residue. Tenant further covenants as additional and cumulative
        obligations after any such termination, to pay punctually to Landlord
        all the sums and to perform all the obligations which Tenant covenants
        in this Lease to pay and to perform in the same manner and to the same
        extent and at the same time as if this Lease had not been terminated. In
        calculating the amounts to be paid by Tenant pursuant to the next
        preceding sentence Tenant shall be credited with any amount paid to
        Landlord as compensation as in this Section 8.2 provided and also with
        the net proceeds of any rent obtained by Landlord by reletting the
        Premises, after deducting all Landlord's expense in connection with such
        reletting, including, without limitation, all repossession costs,
        brokerage commissions, fees for legal services and expenses of preparing
        the Premises for such reletting, it being agreed by Tenant that Landlord
        may (i) relet the Premises or any part or parts thereof, for a term or
        terms which may at Landlord's option be equal to or less than or exceed
        the period which would otherwise have constituted the balance of the
        term and may grant such concessions and free rent as Landlord in its
        sole judgment considers advisable or necessary to relet the same and
        (ii) make such alterations, repairs and decorations in the Premises as
        Landlord in its reasonable judgment considers advisable or necessary to
        relet the same, and no action of Landlord in accordance with the
        foregoing or failure to relet or to collect rent under reletting shall
        operate or be construed to release or reduce Tenant's liability as
        aforesaid.

        In lieu of any other damages or indemnity and in lieu of full recovery
        by Landlord of all sums payable under all the foregoing provisions of
        this Section 8.2, Landlord may by written notice to Tenant, at any time
        after this Lease is terminated under any of the provisions contained in
        Section 8.1 and before such full recovery, elect to recover, and Tenant
        shall thereupon pay, as liquidated damages, an amount equal to the
        aggregate of the Fixed Rent and Additional Rent accrued in the twelve
        (12) months ended next prior to such termination plus the amount of rent
        of any kind accrued and unpaid at the time of termination and less the
        amount of any recovery by Landlord under the foregoing provisions of
        this Section 8.2 up to the time of payment of such liquidated damages.
        Nothing contained in this Lease shall, however, limit or prejudice the
        right of Landlord to prove for and obtain in proceedings for bankruptcy
        or insolvency by reason of the termination of this Lease, an amount
        equal to the maximum allowed by any statute or rule of law in effect at
        the time when, and governing the proceedings in which, the damages are
        to be proved, whether or not the amount be greater than, equal to, or
        less than the amount of the loss or damages referred to above.

8.3     REMEDIES CUMULATIVE. Any and all rights and remedies which Landlord may
        have under this Lease, and at law and equity, shall be cumulative and
        shall not be deemed inconsistent with each other, and any two or more of
        all such rights and remedies may be exercised at the same time insofar
        as permitted by law.

8.4     LANDLORD'S RIGHT TO CURE DEFAULTS. Landlord may, but shall not be
        obligated to, cure, at any time, after the expiration of any and all
        applicable notice and cure periods hereunder (except in an emergency
        where no notice shall be required), any default by Tenant under this
        Lease; and whenever Landlord so elects, all costs and expenses incurred
        by Landlord, including reasonable attorneys' fees, in curing a default
        shall be paid, as Additional Rent, by Tenant to Landlord on demand,
        together with lawful interest thereon from the date of payment by
        Landlord to the date of payment by Tenant.

8.5     EFFECT OF WAIVERS OF DEFAULT. Any consent or permission by Landlord to
        any act or omission which otherwise would be a breach of any covenant or
        condition herein, shall not in any way be held or construed (unless
        expressly so declared) to operate so as to impair the continuing
        obligation of any covenant or condition herein, or otherwise, except as
        to the specific instance, operate to permit similar acts or omissions.

8.6     NO WAIVER, ETC. The failure of Landlord to seek redress for violation
        of, or to insist upon the strict performance of, any covenant or
        condition of this Lease shall not be deemed a waiver of such violation
        nor prevent a subsequent act, which would have originally constituted a
        violation, from having all the force and effect of an original
        violation. The receipt by Landlord of rent with knowledge of the breach
        of any covenant of this Lease shall not be deemed to have been a waiver
        of such breach by Landlord. No consent or waiver, express or implied, by
        Landlord to or of any breach of any agreement or duty shall be construed
        as a waiver or consent to or of any other breach of the same or any
        other agreement or duty.

8.7     NO ACCORD AND SATISFACTION. No acceptance by Landlord of a lesser sum
        than the Fixed Rent, Additional Rent or any other charge then due shall
        be deemed to be other than on account of the earliest installment of
        such rent or charge due, nor shall any endorsement or statement on any
        check or any letter accompanying any check or payment as rent or other
        charge be deemed an accord and satisfaction, and Landlord may accept
        such check or payment without prejudice to Landlord's right to recover
        the balance of such installment or pursue any other remedy in this Lease
        provided.

                                        9
<Page>

                                    ARTICLE 9

                           RIGHTS OF MORTGAGE HOLDERS

9.1     RIGHTS OF MORTGAGE HOLDERS. The word "mortgage" as used herein includes
        mortgages, deeds of trust or other similar instruments evidencing other
        voluntary liens or encumbrances, and modifications, consolidations,
        extensions, renewals, replacements and substitutes thereof. The word
        "holder" shall mean a mortgagee, and any subsequent holder or holders of
        a mortgage. Until the holder of a mortgage shall enter and take
        possession of the Property for the purpose of foreclosure, such holder
        shall have only such rights of Landlord as are necessary to preserve the
        integrity of this Lease as security. Upon entry and taking possession of
        the Property for the purpose of foreclosure, such holder shall have all
        the rights of Landlord. No such holder of a mortgage shall be liable
        either as mortgagee or as assignee, to perform, or be liable in damages
        for failure to perform, any of the obligations of Landlord unless and
        until such holder shall enter and take possession of the Property for
        the purpose of foreclosure. Upon entry for the purpose of foreclosure,
        such holder shall be liable to perform all of the obligations of
        Landlord, subject to and with the benefit of the provisions of Section
        10.4, provided that a discontinuance of any foreclosure proceeding shall
        be deemed a conveyance under said provisions to the owner of the equity
        of the Property.

        The covenants and agreements contained in this Lease with respect to the
        rights, powers and benefits of a holder of a mortgage (particularly,
        without limitation thereby, the covenants and agreements contained in
        this Section 9.1) constitute a continuing offer to any person,
        corporation or other entity, which by accepting a mortgage subject to
        this Lease, assumes the obligations herein set forth with respect to
        such holder; such holder is hereby constituted a party of this Lease as
        an obligee hereunder to the same extent as though its name were written
        hereon as such; and such holder shall be entitled to enforce such
        provisions in its own name. Tenant agrees on request of Landlord to
        execute and deliver from time to time any agreement which may be
        necessary to implement the provisions of this Section 9.1.

9.2     LEASE SUPERIOR OR SUBORDINATE TO MORTGAGES. It is agreed that the rights
        and interest of Tenant under this Lease shall be (i) subject or
        subordinate to any present or future mortgage or mortgages and to any
        and all advances to be made thereunder, and to the interest of the
        holder thereof in the Premises or any property of which the Premises are
        a part if Landlord shall elect by notice to Tenant to subject or
        subordinate the rights and interest of Tenant under this Lease to such
        mortgage or (ii) prior to any present or future mortgage or mortgages,
        if Landlord shall elect, by notice to Tenant, to give the rights and
        interest of Tenant under this Lease priority to such mortgage; in the
        event of either of such elections and upon notification by Landlord to
        that effect, the rights and interest of Tenant under this Lease should
        be deemed to be subordinate to, or have priority over, as the case may
        be, said mortgage or mortgages, irrespective of the time of execution or
        time of recording of any such mortgage or mortgages (provided that, in
        the case of subordination of this Lease to any future mortgages, the
        holder thereof agrees not to disturb the possession of Tenant so long as
        Tenant is not in default hereunder). Tenant agrees it will, upon not
        less than ten (10) days' prior written request by Landlord, execute,
        acknowledge and deliver any and all instruments deemed by Landlord
        necessary or desirable to give effect to or notice of such subordination
        or priority. Tenant also agrees that if it shall fail at any time to
        execute, acknowledge and deliver any such instrument requested by
        Landlord, Landlord may, in addition to any other remedies available to
        it, execute, acknowledge and deliver such instrument as the
        attorney-in-fact of Tenant and in Tenant's name; and Tenant does hereby
        make, constitute and irrevocably appoint Landlord as its
        attorney-in-fact, coupled with an interest with full power of
        substitution, and in its name, place and stead so to do. Any Mortgage to
        which this Lease shall be subordinated may contain such terms,
        provisions and conditions as the holder deems usual or customary.

                                   ARTICLE 10

                            MISCELLANEOUS PROVISIONS

10.1    NOTICES FROM ONE PARTY TO THE OTHER. All notices required or permitted
        hereunder shall be in writing and addressed, if to the Tenant, at the
        Original Notice Address of Tenant or such other address as Tenant shall
        have last designated by notice in writing to Landlord and, if to
        Landlord, at the Original Notice Address of Landlord or such other
        address as Landlord shall have last designated by notice in writing to
        Tenant. Any notice shall be deemed duly given when mailed to such
        address postage prepaid, by registered or certified mail, return receipt
        requested, or when delivered to such address by hand.

10.2    QUIET ENJOYMENT. Landlord agrees that upon Tenant's paying the rent and
        performing and observing the agreements, conditions and other provisions
        on its part to be performed and observed, Tenant shall and may peaceably
        and quietly have, hold and enjoy the Premises during the term hereof
        without any manner of hindrance or molestation from Landlord or anyone
        claiming under Landlord, subject, however, to the terms of this Lease.

10.3    LEASE NOT TO BE RECORDED. Tenant agrees that it will not record this
        Lease. Both parties shall, upon the request of either, execute and
        deliver a notice or short form of this Lease in such form, if any, as
        may be permitted by applicable statute.

10.4    LIMITATION OF LANDLORD'S LIABILITY. The term "Landlord" as used in this
        Lease, so far as covenants or obligations to be performed by Landlord
        are concerned, shall be limited to mean and include only the owner or
        owners at the time in question of the Property, and in the event of any
        transfer or transfers of title to said property, the Landlord (and in
        case of any subsequent transfers or conveyances, the then grantor) shall
        be concurrently freed and relieved from and after the date of such
        transfer or conveyance, without any further instrument or agreement of
        all liability as respects the performance of any covenants or
        obligations on the part of the Landlord contained in this Lease
        thereafter to be performed, it being intended hereby that the covenants
        and obligations contained in this Lease on the part of Landlord, shall,
        subject as aforesaid, be binding on the Landlord, its successors and
        assigns, only during and in respect of their respective successive
        periods of ownership of said leasehold interest or fee, as the case may
        be. Tenant, its successors and assigns, shall not assert nor seek to
        enforce any claim for breach of this Lease against any of Landlord's
        assets other than Landlord's interest in the Property and in the rents,
        issues and profits thereof, and Tenant agrees to look solely to such
        interest for the satisfaction of any liability or claim against Landlord
        under this Lease, it being specifically agreed that in no event
        whatsoever shall Landlord (which term shall include, without limitation,
        any general or limited partner, trustees, beneficiaries, officers,
        directors, or stockholders of Landlord) ever be personally liable for
        any such liability.

10.5    ACTS OF GOD. In any case where either party hereto is required to do any
        act, delays caused by or resulting from Acts of God, war, civil
        commotion, fire, flood or other casualty, labor difficulties, shortages
        of labor, materials or equipment, government regulations, unusually
        severe weather, or other causes beyond such party's reasonable control
        shall not be counted in determining the time during which work shall be
        completed, whether such time be designated by a fixed date, a fixed time
        or a "reasonable time," and such time shall be deemed to be extended by
        the period of such delay.

10.6    LANDLORD'S DEFAULT. Landlord shall not be deemed to be in default in the
        performance of any of its obligations hereunder unless it shall fail to
        perform such obligations and such failure shall continue for a period of
        thirty (30) days or such additional time as is reasonably required to
        correct any such default after written notice has been given by Tenant
        to Landlord specifying the nature of Landlord's alleged default.
        Landlord shall not be liable in any event for incidental or
        consequential damages to Tenant by reason of Landlord's

                                       10
<Page>

        default, whether or not notice is given. Tenant shall have no right to
        terminate this Lease for any default by Landlord hereunder and no right,
        for any such default, to offset or counterclaim against any rent due
        hereunder.

10.7    BROKERAGE. Tenant warrants and represents that it has dealt with no
        broker in connection with the consummation of this Lease, other than
        Nordblom Company, and in the event of any brokerage claims, other than
        by Nordblom Company, against Landlord predicated upon prior dealings
        with Tenant, Tenant agrees to defend the same and indemnify and hold
        Landlord harmless against any such claim. Tenant shall not be liable to
        Nordblom Company for any brokerage fees in connection with this Lease.

10.8    APPLICABLE LAW AND CONSTRUCTION. This Lease shall be governed by and
        construed in accordance with the laws of the Commonwealth of
        Massachusetts and, if any provisions of this Lease shall to any extent
        be invalid, the remainder of this Lease shall not be affected thereby.
        There are no oral or written agreements between Landlord and Tenant
        affecting this Lease. This Lease may be amended, and the provisions
        hereof may be waived or modified, only by instruments in writing
        executed by Landlord and Tenant. The titles of the several Articles and
        Sections contained herein are for convenience only and shall not be
        considered in construing this Lease. Unless repugnant to the context,
        the words "Landlord" and "Tenant" appearing in this Lease shall be
        construed to mean those named above and their respective heirs,
        executors, administrators, successors and assigns, and those claiming
        through or under them respectively. If there be more than one tenant,
        the obligations imposed by this Lease upon Tenant shall be joint and
        several.

        WITNESS the execution hereof under seal on the day and year first above
        written:

                               Landlord:

                               /s/ Peter C. Nordblom
                               ------------------------------------------------
                               As Trustee, but not individually

                               /s/ John Macomber
                               ------------------------------------------------
                               As Trustee, but not individually

                               Tenant:

                               eZenia! Inc.

                               By: /s/ Stephen G. Bassett
                                   --------------------------------------------

                               Its: Chief Financial Officer
                                    -------------------------------------------

                                       11