EXHIBIT
10.1





THIRD
AMENDMENT


TO LEASE
AGREEMENT





THIS THIRD AMENDMENT TO LEASE AGREEMENT
(the “Amendment”), made
and entered into as of the ____ day of __________, 2004, by and between ATLANTA
PARKWAY INVESTMENT GROUP, INC., a Delaware corporation (hereinafter referred to
as “Landlord”), and
MATRIA HEALTHCARE, INC., a Delaware corporation (hereinafter referred to as
“Tenant”),
successor-by-merger to Healthdyne, Inc., a Georgia corporation.





W I T N E S S E T H:





WHEREAS, Landlord and Tenant
entered into that certain One Parkway Center Lease Agreement, dated November 1,
2002 (the “Lease”),
relating to certain premises consisting of approximately 110,931 square feet of
Rentable Area located at 1850 Parkway Place, Marietta, Georgia, as more fully
described in said Lease Agreement, upon the terms and conditions more
particularly set forth therein; and





WHEREAS, pursuant to that
certain First Amendment to Lease Agreement, dated December 11, 2003 (the “First Amendment”), the
aforesaid Lease was amended to modify the square footage of Rentable Area of the
Premises to 73,802 square feet of Rentable Area effective as of the Contraction
Date, and in certain other respects;





WHEREAS, pursuant to that
certain Second Amendment to Lease Agreement, dated as of December 11, 2003 (the
“Second Amendment”), the
aforesaid Lease was further amended to expand the Premises by adding an
additional 3,872 square feet of Rentable Area thereto so that the square footage
of Rentable Area of the Premises was increased to 77,705 square feet (the “Existing Premises”), and
certain other respects; and





WHEREAS, Landlord and Tenant
desire to further amend the aforesaid Lease to provide for the expansion of the
Premises by adding an additional 17,813 square feet of Rentable Area thereto,
and in certain other respects.





NOW, THEREFORE, for and in
consideration of the premises and the sum of TEN AND NO/100 DOLLARS ($10.00) and
other good and valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, Landlord and Tenant do hereby covenant and agree
as follows:




1.  Definitions.  The
Lease is hereby modified as provided below.  All capitalized terms
used in this Amendment which are not defined herein shall have the meanings
ascribed to such terms in the Lease.  All references in the Lease, or
in this Amendment to “the Lease” or “this Lease” shall be deemed references to
the Lease as amended by the First Amendment, the Second Amendment and this
Amendment.




2.  Expansion.  Effective
on December 15, 2004 (the “Expansion Date”), the Existing
Premises shall be expanded to include the space consisting of approximately
13,317 square feet of Rentable Area located on the tenth (10th) floor of the
Building as outlined on the floor plan attached hereto and made a part hereof as
Exhibit “A”
and identified thereon as the “Expansion Space” (hereinafter referred to as the
“Expansion
Space”).  From and after the Expansion Date, the term “Premises” shall include the
Expansion Space, the term “Rentable Area of the
Premises,” as defined in Paragraph 1.5 of the Lease, shall mean
91,022 square feet, and “Tenant's Percentage Share”, as
defined in Paragraph 1.7(b) of the Lease, to be used with respect to the
Expansion Space (based on the Rentable Area of the Building for this purpose
being 227,157 square feet) shall be 5.8625%.




3.  Base
Annual Rental;AdditionalRent.




(a)  Existing
Premises. Base Rental for the Existing Premises, and all other sums due
Landlord under the Lease, shall continue to be payable as provided in the
Lease.  The parties hereto acknowledge that Base Rental of the
Existing Premises, including the 3,872 square feet added pursuant to the Second
Amendment, is and shall be calculated in accordance with Paragraph 3 of the
Special Stipulations to the Lease which is attached to and made a part of the
First Amendment.  In confirmation of the foregoing, the parties
acknowledge that Base Rental due and payable during the remainder of the Lease
Term for the Existing Premises (77,705 square feet) is as follows for the period
of time indicated:














Period Effective
            
            $/RSF
            
            
            Resulting
              Annual Base Rental
            
            
            Resulting
              Monthly Base Rental01/01/04
      – 12/31/04
            
            $
            19.56
            
            
            $
            1,519,910.00
            
            
            $
            126,659.1701/01/05
      – 12/31/05
            
            $
            20.15
            
            
            $
            1,565,756.00
            
            
            $
            130,479.6701/01/06
      – 12/31/06
            
            $
            20.76
            
            
            $
            1,613,156.00
            
            
            $
            134,429.6701/01/07
      – 12/31/07
            
            $
            21.38
            
            
            $
            1,661,333.00
            
            
            $
            138,444.4201/01/08
      – 12/31/08
            
            $
            22.02
            
            
            $
            1,711,064.00
            
            
            $
            142,588.6701/01/09
      – 12/31/09
            
            $
            22.68
            
            
            $
            1,762,349.00
            
            
            $
            147,862.4201/01/10
      – 02/28/10
            
            $
            23.36
            
            
            $
            1,815,189.00
            
            
            $
            151,265.75





The
monthly Base Rental for the Existing Premises shall be payable in advance on the
first day of every calendar month in accordance with Section 4.1 of the
Lease.  The “Base
Year” for purposes of Paragraphs 1.7(c) and 4.3 of the Lease for the
Existing Premises shall continue to be the year 2003 and “Tenant’s Percentage Share” to
be used in connection with the Existing Premises shall continue to be
34.3690%.




(b)  Expansion
Space.  From and after the Expansion Date and continuing for
the balance of the Lease Term for the Expansion Space, Tenant shall pay annual
Base Rental for the Expansion Space as follows for the period of time
indicated:







Period Effective
            
            $/RSF
            
            
            Resulting
              Annual Base Rental
            
            
            Resulting
              Monthly Base Rental12/15/04
      – 12/31/05
            
            $
            20.15
            
            
            $
            268,338.00
            
            
            $
            22,361.5001/01/06
      – 12/31/06
            
            $
            20.76
            
            
            $
            276,461.00
            
            
            $
            23,038.4201/01/07
      – 12/31/07
            
            $
            21.38
            
            
            $
            284,717.00
            
            
            $
            23,726.4201/01/08
      – 12/31/08
            
            $
            22.02
            
            
            $
            293,240.00
            
            
            $
            24,436.6701/01/09
      – 12/31/09
            
            $
            22.68
            
            
            $
            302,030.00
            
            
            $
            25,169.1701/01/10
      – 02/28/10
            
            $
            23.36
            
            
            $
            311,085.00
            
            
            $
            25,923.75




The
monthly Base Rental for the Expansion Space shall be payable in advance on the
first day of every calendar month in accordance with Section 4.1 of the
Lease.  The “Base
Year” for purposes of Paragraphs 1.7(c) and 4.3 of the Lease for the
Expansion Space shall be the year 2005.  Accordingly, for each
calendar year during the Lease Term, commencing with calendar year 2006 with
respect to the Expansion Space, Tenant shall pay to Landlord additional rent
under Paragraph 4.3 of the Lease with respect to the Expansion
Space.




4.  Must-Take
Expansion Space.  Effective on December 1, 2005 (the "Must-Take Expansion Date"),
the Premises shall be further expanded to include the space consisting of
approximately 4,496 square feet of Rentable Area located on the tenth (10th)
floor of the Building, as outlined on Exhibit “A”hereto and identified
thereon as the "Must-Take
Expansion Space" (herein referred to as the “Must-Take Expansion
Space”).  From and after the Must-Take Expansion Date, the term
“Premises” shall include
the Must-Take Expansion Space, the term “Rentable Area of the
Premises”, as defined in Paragraph 1.5 of the Lease, shall mean 95,518
square feet and “Tenant’s
Percentage Share” to be used in connection with the Must-Take Expansion
Space (based on the Rentable Area of the Building for this purpose being 227,157
square feet) shall be 1.9792%.  From and after the Must-Take Expansion
Date and continuing for the balance of the Lease Term for the Must-Take
Expansion Space, Tenant shall pay annual Base Rental for the Must-Take Expansion
Space as follows for the period of time indicated:








Period Effective
            
            $/RSF
            
            
            Resulting
              Annual Base Rental
            
            
            Resulting
              Monthly Base Rental12/01/05
      – 12/31/05
            
            $
            20.15
            
            
            $
            90,594.00
            
            
            $
            7,549.5001/01/06
      – 12/31/06
            
            $
            20.76
            
            
            $
            93,337.00
            
            
            $
            7,778.0801/01/07
      – 12/31/07
            
            $
            21.38
            
            
            $
            96,124.00
            
            
            $
            8,010.3301/01/08
      – 12/31/08
            
            $
            22.02
            
            
            $
            99,002.00
            
            
            $
            8,250.1701/01/09
      – 12/31/09
            
            $
            22.68
            
            
            $
            101,969.00
            
            
            $
            8,497.4201/01/10
      – 02/28/10
            
            $
            23.36
            
            
            $
            105,027.00
            
            
            $
            8,752.25




The
monthly Base Rental for the Must-Take Expansion Space shall be payable in
advance on the first day of every calendar month in accordance with Section 4.1
of the Lease.  The “Base Year”






2




for
purposes of Paragraphs 1.7(c) and 4.3 of the Lease for the Must-Take
Expansion Space shall be the year 2005.  Accordingly, for each
calendar year during the Lease Term, commencing with calendar year 2006 with
respect to the Must-Take Expansion Space, Tenant shall pay to Landlord
additional rent under Paragraph 4.3 of the Lease with respect to the
Must-Take Expansion Space.  Tenant shall be allowed to use and occupy
the Must-Take Expansions Space upon its completion by Landlord and prior to the
Must-Take Expansion Date, provided that Tenant shall give Landlord at least ten
(10) days prior written notice of such occupancy and, upon such occupancy of all
or any portion of the Must-Take Expansion Space, the Must-Take Expansion Space
shall become part of the Premises and, accordingly, all terms and provisions of
this Lease applicable to the Must-Take Expansion Space, including provisions
concerning Base Rental and additional rent, shall thereupon be applicable to the
Must-Take Expansion Space.  Upon request of Landlord, Tenant shall
execute and amendment to this Lease setting forth the Base Rental and other
terms applicable to the Must-Take Expansions Space in the event Tenant occupies
same prior to the Must-Take Expansion Date.  The Base Rental during
any such period shall be the same Base Rental on a per square foot of Rentable
Area basis as is payable with respect to the Expansion Space during the same
period of time.  In the event Tenant occupies any portion of the
Must-Take Expansion Space early as set forth above, then the date of such
occupancy, for purposes of this Lease, shall be deemed the “Must-Take Expansion
Date”.




5.  Tenant
Improvements.  Tenant takes and accepts the Expansion Space and
the Must-Take Expansion Space from Landlord in the present as-is condition and as
suited for the use intended by Tenant, except for such improvements as may be
expressly provided for in the Tenant Improvement Agreement attached hereto and
made a part hereof as Exhibit
“B.”  If, for any reason whatsoever, the “Tenant Improvements,”
as defined in the Tenant Improvement Agreement, to be completed in the Expansion
Space are not substantially completed by December 15, 2004, the Lease (including
this Amendment) shall not be void or voidable, and Landlord shall not be liable
to Tenant for any resulting loss or damages resulting therefrom.  No
delay in delivery of the Tenant Improvements to be completed in the Expansion
Space and the Must-Take Expansion Space shall operate to relieve Tenant of
Tenant’s obligations (including the obligation to pay Base Rental and additional
rent under the Lease) to Landlord as provided in the Lease, the Expansion Date
and the Must-Take Expansion Date as defined in this Amendment, and the
Expiration Date, as defined in the Lease, shall not be postponed; provided,
however, that in the event the Tenant Improvements to be completed in the
Expansion Space are not substantially completed by December 15, 2004, and Tenant
has not taken delivery or otherwise occupied the Expansion Space, the Base
Rental payable with respect to the Expansion Space shall abate until said Tenant
Improvements are substantially complete or Tenant takes delivery or otherwise
occupies the Expansion Space, whichever occurs first.  Notwithstanding
the foregoing, Tenant shall not be entitled to any such rent abatement if and to
the extent the delay in completing the Tenant Improvements is attributable to
Tenant, its employees or agents (including Tenant’s architect, if any) or any
such party’s failure to comply with the provisions hereof.





Landlord
agrees to construct or install in the Expansion Space and the Must-Take
Expansion Space the “Tenant
Improvements”, as defined in and to be constructed or installed pursuant
to the provisions of the Tenant Improvement Agreement which is attached hereto
as Exhibit
“B”, which Tenant
Improvements shall not include a demising wall between the Expansion Space and
the Must-Take Expansion Space.  Tenant agrees to comply with all the
terms and provisions of the Tenant Improvement Agreement, including, without
limitation, the obligation to pay, as additional rent, all amounts due Landlord
under Paragraph 3 thereof according to the payment provisions contained in said
Paragraph 3.  Upon request of Landlord, within thirty (30) days after
the Expansion Space and the Must-Take Expansion Space has been substantially
completed in accordance with the Tenant Improvement Agreement, Tenant will
execute and deliver to Landlord a Tenant Acceptance Agreement in the form
attached hereto as Exhibit
“C”.




6.  Signage.  Provided
Tenant is not in default under the Lease, Landlord shall provide, at Landlord’s
expense, in a location determined by Landlord (but, in any event, at or near the
top of the Building and on the south façade thereof), additional non-exclusive
building signage identifying Tenant’s name, such signage to be installed by
Landlord no later than December 1, 2005.  It shall be a condition to
Landlord’s obligation to provide such signage, that such signage meet all
applicable governmental rules, codes and regulations.  Such signage
shall be consistent with Parkway Center’s signage requirements and shall be
subject to Landlord’s prior approval as to size, design and other
features.  Landlord shall have the right, at its expense, to relocate
such building signage from time to time.  The aforesaid building
signage rights are personal to Tenant and may not be assigned and shall
automatically terminate upon (i) any






3
 
  assignment
of this Lease, (ii) at such time as Tenant shall have subleased 25% or more of
the Premises (including the Expansion Space and the Must-Take Expansion Space),
(iii) at such time as the premises demised under this Lease shall be less than
87,753 square feet of Rentable Area, or (iv) upon the occurrence of an event of
default under the Lease.  Upon expiration of the aforesaid building
signage rights, Landlord shall have the right to remove such sign(s) at Tenant’s
expense.  The aforesaid signage shall be part of the Tenant
Improvements as provided in the Tenant Improvement Agreement attached hereto and
made a part hereof as Exhibit
“B” and shall be paid for as provided therein.




7.  Excused
Rent.  Provided Tenant is not then in default under this Lease,
Landlord shall conditionally excuse, on a monthly basis, the payment of all of
the Base Rental due with respect to 888 square feet of Rentable Area within the
Expansion Space for the twelve (12) month period commencing on the Expansion
Date  and ending twelve (12) months thereafter (the “Excused Rent”) (the aggregate
amount of such Base Rental being $17,893.00 for said twelve (12) month period
and the monthly amount to be excused being $1,491.08).  In the event
the Expansion Date shall occur on any day other than the first day of the month,
then the end of such twelve (12) month period shall be the same day of the
twelfth (12th) calendar month immediately following the month in which the
Expansion Date occurs.  Upon any default by Tenant of any of its
obligations under this Lease which require the payment of money or a default by
Tenant under Paragraph 3.1 of the Lease (any such default is hereinafter
referred to an “Excused Rent Default”), the foregoing provision pertaining to
the excuse of payment by Landlord of any Excused Rent shall have no further
force and effect and all of such Excused Rent which has been excused for periods
prior to the date the Excused Rent Default occurs shall immediately thereafter
become due and payable to Landlord in full and thereafter there shall be no
further Excused Rent.  Landlord shall waive any rights to payment of
Excused Rent if no Excused Rent Default has occurred as of the Expiration Date
of this Lease.  This Paragraph shall not be deemed to excuse payment
of any additional rent or other charges due under this Lease except for the
payment of Base Rental payable for the specific periods and in the specific
amounts hereinabove described.




8.  Broker.  Tenant
represents and warrants to Landlord that (except with respect to The Eidson
Group, LLC who has represented Tenant and whose commission is to be paid by
Landlord pursuant to separate Amendment) no broker, agent, commissioned
salesman, or other person has represented Tenant in the negotiations for and
procurement of this Amendment and that no commissions, fees, or compensation of
any kind are due and payable in connection herewith to any broker, agent,
commissioned salesman, or other person.  With respect to the broker(s)
or other person(s) or firm(s) excluded above from Tenant’s representation and
warranty of no broker, Landlord agrees to pay to such broker all commissions,
fees, or compensation of any kind which are due and payable to such broker in
connection with this Amendment.  Tenant agrees to indemnify and hold
Landlord harmless from any and all claims, suits, or judgments (including,
without limitation, reasonable attorneys’ fees and court costs incurred in
connection with any such claims, suits, or judgments) for any fees, commissions
or compensation of any kind which arise out of or are in any way connected with
any claimed agency relationship with Tenant.




9.  Miscellaneous.  Tenant
acknowledges that it is in possession of the Existing Premises demised under the
Lease and acknowledges that all work to be performed by Landlord in the Existing
Premises as required by the terms of the Lease has been satisfactorily
completed.  Tenant further certifies to Landlord that all conditions
of the Lease required of Landlord as of this date have been fulfilled and there
are no defenses or setoffs against the enforcement of the Lease by
Landlord.  Except as expressly modified herein, the Lease shall remain
in full force and effect.  Landlord and Tenant do hereby ratify and
confirm the terms and conditions of the Lease, as amended by the First
Amendment, the Second Amendment and this Amendment.  In the event of
any conflict between the terms of this Amendment and the terms of the Lease, as
previously amended, the terms of this Amendment shall govern and
control.  Anything to the contrary to this Amendment or the Lease, as
previously amended, notwithstanding, the provisions of Paragraph 4.2 of the
original Lease pertaining to Base Rental adjustment during the Lease Term
shall   not  apply  with  respect  to  the  calculation  of  Base  Rental  with  respect  to
the Existing


4




Premises,
the Expansion Space or the Must-Take Expansion Space, the parties acknowledging
and agreeing that the calculation of Base Rental with respect to all of such
premises shall be as set forth in the First Amendment, the Second Amendment and
this Amendment.  Paragraph 9 (Right of First Opportunity –
2005)of the Special Stipulations attached to the First Amendment shall
have no further force or effect.  This Amendment constitutes and
contains the sole and entire agreement of Landlord and Tenant with respect to
the subject matter hereof and no prior or contemporaneous oral or written
representations or agreements between the parties and affecting the subject
matter hereof shall have any force or effect.  This Amendment shall be
binding upon the executors, administrators, heirs, successors and assigns of
Landlord and Tenant, to the extent permitted under the Lease.  This
Amendment shall be governed by and construed in accordance with the laws of the
State of Georgia.  Time is of the essence of all of the provisions
hereof of which time is a factor.





IN WITNESS WHEREOF, Landlord
and Tenant have caused this Amendment to be executed by their duly authorized
officers or representatives as of the day and year first above
written.





LANDLORD:





ATLANTA
PARKWAY INVESTMENT


GROUP, INC., a Delaware
corporation








By:     _____________________________________


Paul C.
Chapman, Executive Vice President








TENANT:





MATRIA HEALTHCARE, INC.,


a Delaware corporation





By:
_____________________________________


Print Name:
_______________________________


Title:  ___________________________________





Attest:


Print Name:


Title:
____________________________________


5


EXHIBIT
“A”





Expansion
Space





10th
Floor – 13,317 Square Feet

























Must-Take
Expansion Space





10th
Floor – 4,496 Square Feet








A


EXHIBIT
B








TENANT IMPROVEMENT
AGREEMENT








WHEREAS,
the undersigned Landlord and Tenant have executed and delivered a certain Third
Amendment to Lease Agreement (the “Third Amendment”) to which
this Agreement is attached, and into which this Agreement is fully incorporated
by reference, as Exhibit B;





WHEREAS,
the Third Amendment provides for the letting of space (the “Expansion Space”) within One
Parkway Center, 1850 Parkway Place, Marietta, Georgia (the “Building”);





WHEREAS,
the terms “Landlord”,
“Tenant,” “Premises,” “Building,” “Existing Premises”, “Expansion Space” and “Must-Take Expansion Space” as
used herein shall have the same meanings ascribed thereto as set forth in the
Third Amendment; and





WHEREAS,
Landlord and Tenant desire to set forth herein their respective agreements
regarding the improvement of the Expansion Space;





NOW
THEREFORE, in consideration of the premises, the execution and delivery of the
Third Amendment by the parties hereto, the mutual covenants contained herein,
and other good and valuable considerations, the receipt and sufficiency of which
are hereby acknowledged, Landlord and Tenant, intending to be legally bound,
hereby agree as follows:





Section
1.                      Tenant
Improvements.





Section
1.01                                Definition.





The term
“Tenant Improvements”
shall mean all improvements to be constructed or installed in or on the
Expansion Space and the Must-Take Expansion Space in accordance with the
Drawings and Specifications, as hereinafter defined, and shall include the
signage described in Paragraph 6 of the Third Amendment.





Section
1.02                                Base
Building Condition.





The term
“Base Building
Condition” shall mean the condition of the Expansion Space prior to
commencement of the work of constructing and installing the Tenant
Improvements.





Section
2.                      Drawings
and Specifications.





Section
2.01                                Definition.





The term
“Drawings and
Specifications” shall mean (i) a space plan to be prepared by Landlord
for Landlord’s and Tenant’s approval (said space plan, as finally approved by
Landlord and Tenant, is hereinafter referred to as the “Space Plan”), together with
(ii) final construction drawings, specifications, finish schedules and the like
necessary to commence construction of the Tenant Improvements consistent with
the Space Plan, which are to be prepared by Landlord’s architect (“Landlord’s Architect”) and
approved by Landlord and Tenant (the “Construction Drawings”), such
approvals not to be unreasonably withheld or delayed; provided, however that
Landlord shall have the right, in its sole discretion, to approve any of the
improvements or work contemplated by the Drawings and Specifications which are
structural in nature or affect the structural integrity, security or life safety
systems of the Building or would require modification of the base Building
systems.  The Drawings and Specifications, including any changes or
modifications thereto, shall be subject to Landlord’s approval, as aforesaid,
shall conform with the plans for the Building and shall comply with all
applicable laws.  If for any reason whatsoever, Landlord and Tenant
are unable to agree upon the final Space Plan within thirty (30) days after the
date of this Third Amendment, then either Landlord or Tenant may thereafter
terminate this Third Amendment by written notice to the other, whereupon
Landlord shall have no further obligations under this Tenant Improvement
Agreement and this Tenant Improvement Agreement and the Third Amendment shall
have no further force or effect but the Lease shall remain in full force and
effect in accordance with its terms.






B-1








(a)  Tenant
desires that Landlord use Landlord’s Architect to prepare final working
drawings, specifications, finish schedules, and the like necessary to commence
construction of the Tenant Improvements.  Landlord shall pay the cost
of preparing the original space plan submitted to Tenant for its approval, plus
up to two revisions to same, but not any further revisions or supplements to
same, which costs shall be part of Tenant’s Costs under Section 3.03,
below.  The cost of preparing the Construction Drawings, including any
revisions to same (except as provided in Section 3.03(c)), and fees for
construction management engaged by Landlord shall be paid by Landlord and shall
be a part of the Tenant Improvement Costs (as defined
below).  Further, all costs associated with the design, manufacture
and installation of the sign to be installed on the Building as contemplated by
Paragraph 6 of the Third Amendment shall be paid by Landlord and shall be a part
of the Tenant Improvement Costs (as defined below).  Landlord and
Tenant shall cooperate with Landlord’s Architect in the prompt preparation of
the Construction Drawings.




(b)  As soon
as reasonably possible following the execution and delivery of the Third
Amendment by Tenant, Landlord shall cause Landlord’s Architect to prepare the
Construction Drawings.  During the preparation of the Construction
Drawings, Tenant shall supply Landlord’s Architect, within two (2) business days
following written request therefor, with any information necessary for the
completion of the Construction Drawings.  Upon completion of the
Construction Drawings, Landlord shall deliver the Construction Drawings to
Tenant for approval, which approval may not be withheld by Tenant so long as the
Construction Drawings are substantially in accordance with the Space
Plan.  Tenant’s approval or disapproval must be provided, in writing,
within three (3) business days of Tenant’s receipt of the Construction
Drawings.  If Tenant validly disapproves the Construction Drawings,
Landlord will cause Landlord’s Architect to revise the Construction Drawings and
will resubmit the Construction Drawings to Tenant for approval or disapproval,
which must be provided by Tenant within two (2) business days.  If
Landlord and Tenant have a dispute about whether the Construction Documents are
substantially in accordance with the Space Plan, the parties agree to submit the
dispute to an independent third-party architect for resolution.  The
parties agree that the decision of the third-party architect shall be final and
binding on the parties.







(c)  On or
before the seventh (7th) business day following Tenant’s receipt of the
Construction Drawings, Landlord shall obtain from Landlord’s contractor (“Landlord’s Contractor”) a
price schedule for the Tenant Improvements and shall submit the same to Tenant
for its approval.  Tenant shall have three (3) business days to
approve or disapprove such price schedule and failure to respond within such
period shall be deemed Tenant’s approval of same.  If Tenant
disapproves such price schedule, Tenant agrees to work promptly with Landlord’s
Architect and Landlord’s Contractor to alter the Construction Drawings as
necessary to cause the price quotation based thereon to be acceptable to
Tenant.  The aggregate cost for the Tenant Improvements, once approved
by Tenant, shall hereinafter be referred to as “Tenant Improvement
Costs.”  Upon approval of said price schedule by Tenant, Tenant
shall be deemed to have given final approval to the Construction Drawings and
Landlord shall be deemed to have been authorized to proceed, through Landlord’s
Contractor, with the work of constructing and installing the Tenant Improvements
in accordance with the Drawings and Specifications.





Section
3.                      Payment
of Costs.





Section
3.01                                Landlord’s
Costs for Initial Drawings and Specifications.





Landlord
shall bear the cost of preparing the Space Plan, which cost shall not be
included as part of the Tenant Improvement Costs.





Section
3.02                                Landlord’s
Allowance for Tenant Improvement Costs.





Landlord
shall pay the Tenant Improvement Costs up to $18.00 per square foot of Rentable
Area in the Expansion Space and the Must-Take Expansion Space, or $320,634.00
based upon 17,813 square feet of Rentable Area in the Expansion Space and the
Must-Take Expansion Space (the “Landlord’s Allowance for Tenant
Improvement Costs”). A minimum of $240,476.00 (based on $13.50 per square
foot of Rentable Area in the Expansion Space and the Must-Take Expansion Space)
of the Landlord’s Allowance for Tenant Improvement Costs must be expended on
permanent and semi-permanent finishes and improvements to the




B-2
 
  Expansion
Space and the Must-Take Expansion Space, space planning, architectural design,
construction drawings preparation, construction related fees, and permits (not
eligible are items such as furniture, moving expenses etc.).  The
remainder of Landlord’s Allowance for Tenant Improvement Costs (up to a maximum
of $80,158.00 being an amount equal to $4.50 per square foot of Rentable Area in
the Expansion Space and the Must-Take Expansion Space) may be utilized by Tenant
for cabling and wiring of the Expansion Space and the Must-Take Expansion Space
in connection with the expansion of the Premises as contemplated hereby. All
improvements made from concrete slab to concrete deck and all improvements made
in the Building common areas necessitated by the Tenant Improvements shall be
deducted from this allowance.  Tenant shall have no claim to the
unused portion of the Landlord’s Allowance for Tenant Improvement
Costs.





Section
3.03                                Tenant’s
Costs.





The
aggregate of all costs described in the following subparagraphs (a) through (c)
of this Section 3.03 are hereinafter referred to collectively as “Tenant’s Costs.”





(a)           The
Tenant Improvement Costs over and above the Landlord’s Allowance for Tenant
Improvement Costs;





(b)           Fees
for architects, engineers, interior designers, and other professionals and
design specialists engaged by Tenant in connection with the Tenant
Improvements;





(c)           The
cost of making any and all changes in and to the Drawings and Specifications and
any and all increased costs in the Tenant Improvement Costs resulting therefrom
after the Construction Drawings are completed and mutually agreed upon by
Landlord and Tenant; and in the event the aggregate of Tenant Costs, as defined
above, exceeds Landlord’s Allowance for Tenant Improvement Costs, as specified
in Section 3.02 above, then Tenant shall promptly pay the excess to Landlord as
additional rent, as set forth in Section 3.04.





Section
3.04                                Payment
Schedule for Tenant’s Costs.





Tenant
shall pay to Landlord the full amount of the Tenant’s Costs prior to the
commencement of any work of constructing and installing the Tenant Improvements,
such amount to be held by Landlord in escrow until such time as such Tenant
Improvements have been substantially completed.  Upon substantial
completion of the Tenant Improvements, Landlord shall be entitled to utilize
such funds to pay for such Tenant Improvements or reimburse Landlord for its
costs incurred in connection therewith as hereinabove provided.  In
the event such Tenant’s Costs shall exceed such amount, Tenant shall immediately
pay the balance to Landlord upon notification to Tenant that such work has been
completed and such costs have been incurred.  Any balance left over in
such escrow, after applying such amount to the Tenant’s Costs, shall be credited
by Landlord to Tenant against rent next becoming due under this
Lease.





Section
3.05                                Changes
in Drawings and Specifications.





If at any
time after the Tenant Improvement Costs are determined Tenant desires to make
changes in the Drawings and Specifications, Tenant shall submit to Landlord for
approval working drawings, specifications, and finish schedules for any and all
such desired changes.  Once any and all changes and modifications are
approved by Landlord, Landlord shall promptly submit the same to Landlord’s
Contractor for pricing.  The procedure for determining an approved
cost for such changes shall be as set forth in Section 2 above.  Once
a cost for such changes has been approved, all references in this Agreement to
“Drawings and Specifications” shall be to the Drawings and Specifications as
changed and modified pursuant to this Section 3.05, and all references to
“Tenant Improvement Costs” shall be deemed to include the aggregate approved
cost for the changes as determined in this Section 3.05.  Once the
changes and the costs therefore have been approved, Tenant shall be deemed to
have given full authorization to Landlord to proceed with the work of
constructing and installing the Tenant Improvements in accordance with the
Drawings and Specifications, as changed and modified.  Any delays in
completing the Tenant Improvements which result from either changes in the
Drawings and Specifications made by Tenant or from the unavailability of
materials specified by Tenant, shall




B-3
 
  not
operate to delay or extend the Expansion Date nor the payment of the Base Rental
or other charges due under the Lease.





Section
3.06                                Failure
to Pay Tenant’s Costs.





Provided
that the Tenant Improvements are substantially completed in accordance with the
Construction Drawings, failure by Tenant to pay Tenant’s Costs in accordance
with this Section 3 will constitute a failure by Tenant to pay rent when due
under the Lease and shall therefore constitute an event of default by Tenant
under the Lease, and Landlord shall have all of the remedies available to it
under this Lease and at law or in equity for nonpayment of rent.





Section
3.07                                Landlord’s
Disbursement Obligations.





Landlord
agrees to pay the Tenant Improvement Costs as and when the same become due and
payable, subject to Tenant’s obligations to reimburse Landlord for Tenant’s
Costs as provided in Section 3.04.  Landlord shall be entitled to rely
on the accuracy of any and all invoices and fee statements for labor and
materials performed on or furnished to the Expansion Space in connection with
the Tenant Improvements, and to rely, to the extent submitted, on any and all
certifications as to Tenant Improvement Costs submitted by Landlord’s Contractor
and/or Landlord’s Architect.  Notwithstanding the foregoing, the
within release and indemnification of Landlord by Tenant shall not release any
other third parties, nor shall it waive any and all rights which Tenant may have
against other third parties in connection with the payment or nonpayment of
Tenant Improvement Costs.





Section
4.                      Finish
Work in Addition to Tenant Improvements.





All work in or about the Expansion
Space which is not within the scope of the work necessary to construct and
install the Tenant Improvements, such as delivering and installing furniture,
telephone equipment, and wiring, and office equipment and computer wiring, shall
be furnished and installed by Tenant entirely at Tenant’s
expense.  Tenant shall adopt a schedule for performing such additional
work consistent with the schedule of Landlord’s Contractor and shall see that
such work is conducted in such a manner as to maintain harmonious labor
relations and as not to interfere unreasonably with or to delay the work of
constructing or installing the Tenant Improvements.  Landlord shall
give access and entry to the Expansion Space to Tenant and its contract parties
performing such additional work and reasonable opportunity and time to enable
Tenant and such contract parties to perform and complete such
work.  All of such additional work and Tenant’s use (and the use by
its contract parties) of the Expansion Space for such purposes shall be entirely
in accordance with the Lease, including without limitation this
Agreement.





Section
5.                      Time is
of the Essence.





Time is
of the essence of this Agreement.  Unless specifically provided
otherwise, all references to days or months shall be construed as references to
calendar days or months, respectively.























[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


B-4





IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement in
duplicate, individually or through their respective authorized officers,
partners, agents or attorneys-in-fact, as the case may be, and sealed this
Agreement or caused their respective seals to be affixed hereto, the day and
year set forth below their respective executions, the latest of which is and
shall be deemed to be the date of this Agreement.





“Tenant”





MATRIA
HEALTHCARE, INC.,


a
Delaware corporation








By:





Print
Name:





Title:





Date:








Attest:





Print
Name:





Title:





Date:


[CORPORATE
SEAL]








“Landlord”





ATLANTA PARKWAY INVESTMENT GROUP,
INC., a Delaware corporation





By:


Paul C. Chapman





Title: Executive Vice
President





Date:











B-5


EXHIBIT
“C”





TENANT ACCEPTANCE
AGREEMENT


This
Agreement, made between Atlanta Parkway Investment Group, Inc., a Delaware
corporation, (hereinafter referred to as “Landlord”), and Matria Healthcare,
Inc., a Delaware corporation (hereinafter referred to as “Tenant”).





WHEREAS,
Landlord and Tenant entered into a Lease Agreement dated November 1, 2002, as
amended by that certain First Amendment to Lease Agreement, dated December 11,
2003, and Second Amendment to Lease Agreement dated December 11, 2003 (as
amended, hereinafter referred to as the “Lease”) for space in the building known
as One Parkway Center; and





WHEREAS,
Landlord and Tenant entered into that certain Third Amendment to Lease, dated
_____________, 2004 (the “Third Amendment”), pertaining to an additional 17,813
square feet of Rentable Area on the tenth (10th) floor of the aforesaid building
(the “Expansion Space and the Must-Take Expansion Space”).





NOW,
THEREFORE, pursuant to the provisions of the Third Amendment, Landlord and
Tenant mutually agree as follows:





(a)           The
Expansion Date is _____________, 200__. The Must-Take Expansion Date is
___________, 200__.  The Expiration Date of the Lease Term is
_________________, 20__.





(b)           Tenant
is in possession of, and has accepted, the Expansion Space and the Must-Take
Expansion Space demised by the Lease, as amended by the Third Amendment (being
approximately 17,813 square feet of rentable area), and acknowledges that all
the work to be performed by the Landlord in the Expansion Space and the
Must-Take Expansion Space as required by the terms of the Third Amendment has
been satisfactorily completed.  Tenant further certifies that all
conditions of the Lease and the Third Amendment required of Landlord as of this
date have been fulfilled and there are no defenses or set-offs against the
enforcement of the Lease and the Third Amendment by Landlord.





IN
WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement, as of
the ____ day of _______________, 200__.





“Tenant”





MATRIA
HEALTHCARE, INC.








By:





Print
Name:





Title:





Date:








Attest:





Print
Name:





Title:





Date:


[CORPORATE
SEAL]





[SIGNATURES
CONTINUE ON FOLLOWING PAGE]





C-1








“Landlord”





ATLANTA
PARKWAY INVESTMENT GROUP, INC., a Delaware corporation








By:______________________________________Paul
C. Chapman, Executive Vice President





C-2