EXHIBIT
10.2






FOURTH
AMENDMENT OF LEASE AGREEMENT
 
 THIS
FOURTH AMENDMENT OF LEASE (“Fourth Amendment”) is made on, 2006, between NM
Owner LLC, a Delaware limited liability company (“Landlord”), whose address is
One Independent Drive, #1850, Jacksonville, Florida 32202-5019 and Matria
Healthcare, Inc. a Delaware corporation (“Tenant”), whose address is 2161
Newmarket Parkway, Suite 233, Marietta, Georgia 30067.
 
 RECITALS
 
 This
Fourth Amendment is based upon the following recitals:
 
 A.           Trizec
Realty, Inc. (“Trizec”) and Tenant entered into a Lease dated September 4, 2002
(“Lease”), for the premises known as Suite 233 containing 46,611 rentable square
feet (“Premises”), in the building located at 2161 Newmarket Parkway
(“Building”), Marietta, Georgia 30067.
 
 B.           Trizec
and Tenant amended the Lease by First Amendment of Lease dated May 9, 2003 to
expand the premises by 9,877 rentable square feet (“First Expansion Space”); and
Second Amendment of Lease dated February 3, 2004 to further expand the Premises
by 2,383 rentable square feet (“Second Expansion Space”); and Third Amendment of
Lease dated March 30, 2004 to again expand the Premises by 12,992 rentable
square feet (“Third Expansion Space”) [Lease and Amendments collectively “Lease
as amended”].
 
 C.           Landlord
is the successor to Trizec as Landlord under the Lease.
 
 
 D.           Landlord
and Tenant desire to amend the Lease to further expand the Premises and
otherwise amend the Lease accordingly.
 
 
 THEREFORE, in consideration of the
mutual covenants and agreements stated in the Lease and below, and for other
sufficient consideration received and acknowledged by each party, Landlord and
Tenant agree to amend the Lease as follows:
 
 1.           RECITALS;
CAPITALIZED TERMS.  All Recitals are fully
incorporated.  Except for those terms expressly defined in this Fourth
Amendment, all initially capitalized terms will have the meanings ascribed to
them in the Lease.
 
 
 2.           ADDRESS
– NOTICES
 
 (A)           Landlord’s
General Address and address for notices as set forth in Section 1.1(k) of the
Lease shall be deleted and the following inserted in lieu thereof:
 
 NM Owner LLC
 c/o Eola
Capital LLC
 One Independent Drive,
#1850
 Jacksonville, Florida
32202-5019
 
 with a copy to:
 
  1
  NM Owner LLC
 c/o Eola Capital LLC
 1979 Lakeside Parkway, Suite
330
 Tucker, Georgia 30084
 Attn:  Regional Vice
President
 
 (B)           Landlord’s
Billing Address as set forth in Section 1.1(l) of the Lease shall be deleted and
the following inserted in lieu thereof:
 
 NM Owner LLC
 c/o Eola Capital LLC
 One Independent Drive,
#1850
 Jacksonville, Florida
32202-5019
 
 
 3.           PREMISES
EXPANSION.  Effective as of the “Fourth Expansion Space Commencement
Date” defined below, the Premises shall be expanded to include that area known
as Suite 162 containing 4,463 rentable square feet in the Building as shown on
Exhibit A attached hereto and by this reference made a part hereof (“Fourth
Expansion Space”).  Therefore the Premises shall encompass a total of
76,326 rentable square feet.
 
 4.           FOURTH
EXPANSION SPACE LEASE TERM.  The Lease Term as it pertains to the
Fourth Expansion Space shall commence January 1, 2007 (“Fourth Expansion Space
Commencement Date”), and shall expire on April 30, 2011.
 
 5.           BASE
RENT and ADDITIONAL RENT.  Effective during the Fourth Expansion Space
Lease Term, Base Rent and Additional Rent for the Fourth Expansion Space shall
be increased as follows:
 
 (A)           The
Base Rent due for the Fourth Expansion Space shall be payable in equal monthly
installments on the first day of each month as follows:
 
 
 Lease Period
              
              Annual Base Rent Per Rentable Square
      Foot
              
              
              Annual Base Rent
              
              
              Monthly Base Rent01/01/07-03/31/07
              
              $
              11.00
              
              
              
              0
              
              
              
              004/01/07-12/31/07
              
              $
              11.00
              
              
              $
              49,092.96
              
              
              $
              4.091.0801/01/08-12/31/08
              
              $
              11.33
              
              
              $
              50,565.72
              
              
              $
              4,213.8101/01/09-12/31/09
              
              $
              11.67
              
              
              $
              52,082.64
              
              
              $
              4,430.2201/01/10-12/31/10
              
              $
              12.02
              
              
              $
              53,645.16
              
              
              $
              4,470.4301/01/11-14/30/11
              
              $
              12.38
              
              
              $
              55,254.48
              
              
              $
              4,604.54
 
 
 (B)           Tenant
shall continue to pay as Additional Rent its pro-rata share (“as modified below,
effective as of the Fourth Expansion Space Commencement Date”) of Tax and
Insurance Escalation expenses as described in Section 4.2 of the Lease as
amended, to the extent such share exceeds such expenses for the calendar year
ending December 31, 2004.
 
 (C)           Common
Area Maintenance Expense for the Fourth Expansion Space shall be payable by
Tenant at the rate of $1.10 per square foot of Premises per year and shall be
payable in equal monthly payments along with Tenant’s Base Rent during the
Fourth Expansion Space Lease Term, which amount shall be increased by 3% on a
compounded basis annually.  Tenant also shall continue to pay for all
its own utilities and services pursuant to Paragraph 7 of the
Lease.
 
 (D)           The
“Tenants Share” shall be increased to 69.04% (.6904)
  2
  
 6.           DELIVERY
OF AND IMPROVEMENTS TO THE PREMISES.  Landlord shall perform the
“Landlord’s Work” described on the Work Letter attached hereto as Exhibit B to
this Fourth Amendment and made a part hereof, all according to the terms and
conditions of said Worker Letter.
 
 7.           BROKERS.  Landlord
and Tenant represent and warrant that no broker or agent negotiated or was
instrumental in negotiating or consummating this Lease except Eola Capital LLC
and The Eidson Group LLC (“Brokers”).  Neither party knows of any
other real estate broker or agent who is or might be entitled to a commission or
compensation in connection with this Lease.  Landlord will pay all
fees, commissions or other compensation payable to the
Brokers.  Pursuant to Georgia Real Estate Commission Regulation
520-1-06, Eola Capital LLC discloses the following concerning this lease
transaction:  (1) Eola Capital LLC represents Landlord and not Tenant;
(2) The Eidson Group LLC represents Tenant and not Landlord; and (3) both Eola
Capital LLC and The Eidson Group LLC shall receive their compensation from the
Landlord.  Tenant and Landlord will indemnify and hold each other
harmless from all damages paid or incurred by the other resulting from any
claims asserted against either party by brokers or agents claiming through the
other party.  Landlord’s obligation under this Section will survive
the expiration or early termination of the Term.
  8.           CONFLICTING
PROVISIONS.  If any provisions of this Fourth Amendment conflict with
any of those in the Lease, then the provisions of this Fourth Amendment shall
govern.
 
 9.           REMAINING
LEASE PROVISIONS.  Except as stated in this Fourth Amendment, all
other viable and applicable provisions of the Lease shall remain unchanged and
continue in full force and effect throughout the Lease Term.
 
 10.           BINDING
EFFECT.  Landlord and Tenant ratify and confirm the Lease and agree
that this Fourth Amendment shall bind and inure to the benefit of the parties,
and their respective successors, assigns and representatives as of the date
first stated.
  
  
  
  
  3
 
   AFFIRMING
THE ABOVE, the parties have executed this FOURTH AMENDMENT OF LEASE AGREEMENT on
the date first stated.
 
 
 
 WITNESSES                                                          LANDLORD:
 
 ATL 2161 N LLC, a Delaware limited liability
company
 
 By:   ___________________________________
 
 Name:  _________________________________
 
 Its:  ____________________________________
 
 
 
 
 
 TENANT:
 
 Matria Healthcare, Inc., a Delaware
corporation
 
 By:  ___________________________________
 
 Name:    ________________________________
 
 Its:  ___________________________________
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  4
  
 
 Exhibit
“A”
 
 
 
  
  5
  
 Exhibit
“B”
 Work
Letter
 This Lease Addendum Number One (the
“Work Letter”) sets forth the rights and obligations of Landlord and Tenant with
respect to space planning, engineering, final workshop drawings, and the
construction and installation of any improvements to the Premises to be
completed before the Commencement Date ("Tenant Improvements").  This
Work Letter contemplates that the performance of this work will proceed in four
stages in accordance with the following schedule:  (i) preparation of
a space plan; (ii) final design and engineering and preparation of final plans
and working drawings; (iii) preparation by the Contractor (as hereinafter
defined) of an estimate of the additional cost of the initial Tenant
Improvements; (iv) submission and approval of plans by appropriate governmental
authorities and construction and installation of the Tenant Improvements by the
Commencement Date.
 
 In consideration of the mutual
covenants hereinafter contained, Landlord and Tenant do mutually agree to the
following:
 
 1.      Allowance.  Landlord
agrees to provide an allowance of up to $10.04 per rentable square foot,
($44,808.52) to design, engineer, install, supply and otherwise to construct the
Tenant Improvements in the Premises that will become a part of the Building (the
"Allowance").  Tenant is fully responsible for the payment of all
costs in connection with the Tenant Improvements in excess of the
Allowance.
 
 2.      Space
Planning, Design and Working Drawings.  Tenant shall select
architects, designers or planners and engineers (“Architect”), who will do the
following at Tenant’s expense (which expense may be deducted from the
Allowance):
 
 a.  Attend a
reasonable number of meetings with Tenant and Landlord's agent to define
Tenant’s requirements.  The Architect shall provide one complete space
plan. Tenant shall approve such space plan, in writing, within ten (10) days
after receipt of the space plan.
 
 b.  Complete
construction drawings for Tenant's partition layout, reflected ceiling grid,
telephone and electrical outlets, keying, and finish schedule.
 
 c.  Complete
building standard mechanical plans where necessary (for installation of air
conditioning system and duct work, and heating and electrical facilities) for
the work to be done in the Premises.
 
 d.  All plans
and working drawings for the construction and completion of the Premises (the
“Plans”) shall be subject to Landlord's prior written approval.  Any
changes or modifications Tenant desires to make to the Plans shall also be
subject to Landlord's prior approval.  Landlord agrees that it will
not unreasonably withhold its approval of the Plans, or of any changes or
modifications thereof; provided, however, Landlord shall have sole and absolute
discretion to approve or disapprove any improvements that will be visible to the
exterior of the Premises, or which may affect the structural integrity of the
Building.  Any approval of the Plans by Landlord shall not constitute
approval of any Excused Delays caused by Tenant and shall not be deemed a waiver
of any rights or remedies that may arise as a result of such Excused
Delays.  Landlord may condition its approval of the Plans
if:  (i) the Plans require design elements or materials that would
cause Landlord to deliver the Premises to Tenant after the scheduled
Commencement Date, or (ii) the estimated cost for any improvements under the
Plan is more than the Allowance.
 
 3.      Tenant Plan Delivery
Date.
 
 a.      Tenant
acknowledges that the Architect, designer, or Planner is acting on behalf of the
Tenant and that Tenant (not Landlord) is responsible for the timely completion
of the Plans.
  6
  
 b.      Tenant
covenants and agrees to deliver to Landlord the final Plans for the Tenant
Improvements in order to allow Landlord to review such Plans, and discuss with
Tenant any changes therein which Landlord believes to be necessary or desirable,
to enable the Contractor to prepare an estimate of the cost of the Tenant
Improvements, to obtain required permits, and to substantially complete the
Tenant Improvements.
 
 4.      Work and
Materials at Tenant's Expense.  Tenant and Landlord shall
mutually select a licensed general contractor or contractors (the “Contractor”)
to construct and install the Tenant Improvements in accordance with the Plans
(the “Work”) at Tenant’s expense (which expense may be deducted from the
Allowance). Landlord shall coordinate and facilitate all communications between
Tenant and the Contractor.
 
 a.  Prior to
commencing Work, Landlord shall submit to Tenant in writing the cost of the
Work, which shall include (i) the Contractor’s cost for completing the Work
(including the Contractor's general conditions, overhead and profit) and (ii) a
construction supervision fee of five percent (5%) to be paid
to Landlord manage and oversee the work to be done on Tenant's
behalf.  Tenant shall have five (5) business days to review and
approve the cost of the Work.  Landlord shall not authorize the
Contractor to proceed with the work until the cost is mutually agreed upon and
approved in writing and delivered to Landlord.
 
 b.  Any
changes in the approved cost of the Work shall be by written change order signed
by the Tenant.  Tenant agrees to process change orders in a timely
fashion.  Tenant acknowledges that the following items may result in
change orders:
 
 i.  Municipal
or other governmental inspectors require changes to the Premises such as
additional exit lights, fire damper or whatever other changes they may
require.  In such event, Landlord will notify the Tenant of the
required changes, but the cost of such changes and any delay associated with
such changes shall be the responsibility of the Tenant.
 
 ii.  Tenant
makes changes to the Plans or requests additional work. Tenant will be notified
of the cost and any delays that would result from the change by a change order
signed by Tenant before the changes are implemented.  Any delays
caused by such changes shall not delay the Commencement Date of the
Lease.
 
 iii.  Any
errors or omissions in the Plans or specifications which require changes.
Landlord will notify the Tenant of the required changes, but the cost of such
changes and any delay associated with such changes shall be the responsibility
of the Tenant, and shall not delay the commencement date of the
Lease.
 
 iv.  Materials
are not readily available, require quick ship charges, or require
substitution.
 
 v.  The up
fit schedule requires Express Review to get permits, which will increase the
costs of the permitting process.
 
 c.  All work
performed in connection with the construction of the Premises shall be performed
in a good and workmanlike manner and in accordance with all applicable laws and
regulations and with the final approved Plans.
 
 5.      Signage
and Keys.  Landlord shall provide the following in accordance
with building standards at Tenant’s Expense (which expense may be deducted from
the Allowance): (i) door and directory signage; (ii) suite and Building keys or
entry cards.
 
  7
  
 6.      Tenant
Improvement Expenses in Excess of the Allowance.  Tenant agrees
to pay to Landlord, promptly upon being billed therefore, all costs and expenses
in excess of the Allowance incurred in connection with the Tenant
Improvements.  If unpaid within thirty (30) days after receipt of
invoice, then the outstanding balance shall accrue at the rate of one percent
(1%) per month until paid in full.
 
 7.      Repairs
and Corrections.  Tenant and Landlord shall select a Contractor
who will provide Tenant a one-year warranty from the date of delivery of the
Premises, transferable to Tenant, for defective workmanship and
materials.  All manufacturers’ and builders’ warranties with respect
to the Work shall be issued to or transferred to Tenant, without recourse to the
Landlord. Tenant shall repair or correct any defective work or materials
installed by Tenant or any contractor other than the Contractor selected by
Landlord and Tenant, or any work or materials that prove defective as a result
of any act or omission of Tenant or any of its employees, agents, invitees,
licensees, subtenants, customers, clients, or guests.
 
 8.      Inspection
of Premises; Possession by Tenant.  Prior to taking possession
of the Premises, Tenant and Landlord shall inspect the Premises and Tenant shall
give Landlord notice of any defects or incomplete work (“Punch list”). Tenant’s
possession of the Premises constitutes acknowledgment by Tenant that the
Premises are in good condition and that all work and materials provided by
Landlord are satisfactory as of such date of occupancy, except as to (i) any
defects or incomplete work set forth in the Punch list, (ii) latent defects, and
(iii) any equipment that is used seasonally if Tenant takes possession of the
Premises during a season when such equipment is not in use.
 
 9.      Access
During Construction.  During construction of the Tenant
Improvements and with prior approval of Landlord, Tenant shall be permitted
reasonable access to the Premises for the purposes of taking measurements,
making plans, installing trade fixtures, installation of voice/ data cabling and
doing such other work as may be appropriate or desirable to enable Tenant to
assume possession of and operate in the Premises; provided, however, that such
access does not interfere with or delay construction work on the Premises and
does not include moving furniture or similar items into the Premises. Prior to
any such entry, Tenant shall comply with all insurance provisions of the Lease.
All waiver and indemnity provisions of the Lease shall apply upon Tenant’s entry
of the Premises.
 
  8