AGREEMENT OF LEASE made as of this____ day of June, 1993, between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation having an office at River Park, 800 Connecticut Avenue, Norwalk, Connecticut 06905 (hereinafter referred to as "Landlord") and OXFORD HEALTH PLANS, INC., a Delaware corporation having an address at P. O. Box 4033, Darien, Connecticut 06820 1433 (hereinafter referred to as Tenant").

WITNESSETH

Landlord and Tenant hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, trustees, successors and assigns, hereby covenant and agree as follows:

ARTICLE 1

PREMISES, TERM AND RENT

1.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, subject to any ground leases and/or underlying leases and/or mortgages as hereinafter provided, and upon and subject to the covenants, agreements, terms, provisions and conditions of this Lease, in the building (hereinafter referred to as the "Building") situate on the land (hereinafter referred to as the "Land") located in the City of Norwalk and Town of Darien, County of Fair field, State of Connecticut and as more particularly described in Exhibit A annexed hereto and made a part hereof, and also commonly known as the River Park Office Project, the following space: a portion of the First (1st) Floor West, portions of the First (1st) and Second (2nd) Floors North and the entire Second (2nd), Third (3rd) and Fourth (4th) Floors West and the Fourth (4th) Floor North (hereinafter referred to as the "demised premises") all as shown hatched on the plans annexed hereto as Exhibit B; for a term to commence on July 1, 1993 (hereinafter referred to as the "Commencement Date") and end on February 28,2001 (hereinafter referred to as the "Expiration Date") or until such term shall sooner cease and terminate as hereinafter provided.

1.2 Tenant shall pay to Landlord a fixed annual rent (hereinafter referred to as "fixed annual rent") as follows:

(i) $127,635.42 per month during the period commencing on the Commencement Date and ending on August 31, 1993;

(ii) $2,189,782.50 per annum during the period commencing on September 1, 1993 and ending on February 29, 1996;

(iii) $2,800,432.50 per annum during the period commencing on March 1, 1996 and ending on February 28, 1999;

(iv) $2,960,171.50 per annum during the period commencing on March 1, 1999 and ending on February 2000; and

(v) $3,119,910.50 per annum during the period commencing on March 1, 2000 and ending on February 28, 2001.

Each of the amounts provided in clauses (ii)(v) above shall be increased by$48,164.40 (hereinafter called the "Exercise Facility Rent")

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