**SECOND
        AMENDMENT TO LEASE**
 
 THIS
        SECOND AMENDMENT TO LEASE (this “Second Amendment”), is made effective as of the
        6 th day of October, 2006, by **TEACHERS
        CONCOURSE, LLC** ,
        a Delaware limited liability company, successor in interest to Concourse
        I, Ltd.
        (as “Landlord”), and **SIMMONS
        BEDDING COMPANY,** a
        Delaware corporation, formerly known as Simmons Company (as
“Tenant”).
 
 W
        I T N E S S E T H:
 
 WHEREAS,
        Landlord and Tenant entered into that certain Lease Agreement, dated as of
        April
        20, 2000, as amended by that certain First Amendment to Lease, dated July
        20,
        2000 (as amended, the “Lease”), for approximately 37,360 rentable square feet of
        space known as Suite 800 and approximately 11,685 rentable square feet of
        space
        known as Suite 770, for a total of approximately 49,045 rentable square of
        space
        (the “Premises”) in that certain building known as Concourse Corporate Center I
        (the “Building”), as such space is more particularly described in the Lease; and
 
 WHEREAS,
        Landlord and Tenant desire to modify and amend the Lease to exercise Tenant’s
        right of first offer for the First Offer Space (as defined below), thereby
        expanding the Premises, and for the other purposes herein set
        forth.
 
 NOW,
        THEREFORE, for and in consideration of the mutual promises, and for Ten and
        No/100 Dollars ($10.00) and other good and valuable consideration, paid by
        the
        parties hereto to one another, the receipt and sufficiency of which are
        acknowledged by the parties hereto, the parties hereto hereby covenant and
        agree
        as follows:
 
 1.  Defined
        Terms .
        All capitalized terms not defined in this Second Amendment shall have the
        same
        meaning as set forth in the Lease.
 
 2.  Exercise
        of Right of First Offer .
        From and after the earlier to occur of (i) the date the Tenant Improvements
        have
        been Substantially Complete for the First Offer Space (as hereinafter defined)
        or the date the Tenant Improvements would have been Substantially Complete
        in
        the absence of Tenant Delay, or (ii) the date Tenant occupies the First Offer
        Space or any portion thereof for the purpose of conducting business therefrom
        (the “Expansion Date”), the Premises shall be expanded to include an additional
        8,946 rentable square feet of space, currently known as Suite 700 (the “First
        Offer Space”) for a total of approximately 57,991 rentable square feet of space,
        which for all purposes of the Lease, shall constitute the Premises. As of
        the
        Expansion Date, **Exhibit
        “A”** to the Lease shall be supplemented by **Exhibit
        “A-1”** attached hereto.
 
 3.  Monthly
        Rental .
        As of the Expansion Date, Section 2(a) of the Lease shall be deleted in its
        entirety and replaced by the following:
 
 “(a)
        Tenant shall pay to Landlord at the address of Landlord indicated herein,
        or at
        such
 other
        place Landlord designates without demand, deduction or setoff, “Monthly Rental”
in
 advance
        the amounts set forth below:
  **Period**
              **Monthly
                  Rental Per Rentable****Square
                  Foot******
              **Annual
                  Rental****(Annualized Basis)**
              **Monthly
                  Rental**Expansion
                  Date - 9/30/07
              $28.13
              $1,631,286.80
              $135,940.5610/1/07
                  - 9/30/08
              $29.42
              $1,706,095.20
              $142,174.6010/1/08
                  - 9/30/09
              $30.78
              $1,784,962.90
              $148,746.9010/1/09
                  - 9/30/10
              $32.19
              $1,866,730.20
              $155,560.8510/1/10
                  - 9/30/11
              $33.67
              $1,952,556.90
              $162,713.07
 
 
 4.  First
        Offer Allowance .
        Landlord shall provide Tenant with a First Offer Allowance equal to $103,362.30
        ($11.55 per rentable square foot in the First Offer Space). Tenant shall
        apply
        such First Offer Allowance to the cost of updating the First Offer Space;
        provided, however, the First Offer Allowance shall not apply to any of the
        improvement work in the First Offer Space described in **Exhibit
        “C-1”** attached hereto (“Landlord’s Work”), as Landlord’s Work shall be completed at
        Landlord’s sole cost and expense. The provisions to **Exhibit
        “C”** to the Lease, as applicable to such update work, shall apply with respect
        to all
        improvements in the First Offer Space, except as expressly modified herein.
        Tenant shall pay Landlord promptly within thirty (30) days of being invoiced
        for
        the cost of any such improvements, excluding the cost of Landlord’s Work, less
        the amount of such First Offer Allowance, provided Landlord submits its invoice
        to Tenant on or before the tenth (10 th )
        day of the month; otherwise, Tenant shall reimburse Landlord no later than
        fifty
        (50) calendar days following its receipt of Landlord’s invoice.
 
 5.  Modifications
        to Exhibit "C" to Lease .
  (i)  Definitions .
        The following definitions in Article I of **Exhibit
        "C"** to the Lease shall be modified as follows:
  (a)  The
        term "First Offer Space" shall be substituted for the term "Premises" wherever
        "Premises" is used in **Exhibit
        "C"** to the Lease.
  (b)  The
        defined term "Ceiling Allowance" shall be deleted from Article I of **Exhibit
        "C"** to the Lease and throughout **Exhibit
        "C"** wherever used.
  (c)  The
        following definition shall be substituted for the definition of "Landlord's
        Architect" in Article I of **Exhibit
        "C"** to the Lease:
  " Landlord's
        Architect shall mean Veenendaal-Cave."
  (d)  The following definition shall be substituted for the definition of "Tenant's
        Architect" in Article I of **Exhibit
        "C"** to the Lease:
  " Tenant's
        Architect shall mean Veenendaal Cave."
  (e)  The following definition shall be substituted for the definition of "Tenant
        Improvement Allowance" in Article I of **Exhibit
        "C"** to the Lease:
  " Tenant
        Improvement Allowance shall mean Eleven and 55/100 Dollars ($11.55) multiplied by the rentable
        square
        feet in the First Offer Space."
  (ii)  Construction
        Schedule For First Offer Space .
        The following shall be substituted for Subparagraphs 1 - 9 of Section 2.01
        of **Exhibit
        "C"** to the Lease, thereby replacing and superseding Subparagraphs 1 - 7 of Section
        6
        of the First Amendment:
  "1.
              As
                  soon as reasonably possible (but in no event later than ten (10)
                  days
                  following full execution of this Second Amendment) Tenant shall
                  provide to
                  Landlord the Tenant Space Plans.
  2.
              By
                  the end of the fifth (5th)
                  full Working Day after receipt of the Tenant Space Plans, Landlord
                  shall
                  review and provide detailed comments to such Tenant Space
                  Plans.
  3.
              By
                  the end of the third (3rd)
                  full Working Day after receipt of Landlord's comments to the Tenant
                  Space
                  Plans, Tenant's Architect shall resubmit to Landlord the Tenant
                  Space
                  Plans with such changes or information as requested by
                  Landlord.
  4.
              This
                  process described in Section 2.01(2) and (3) shall continue until
                  Landlord
                  has satisfied itself that such proposed Tenant Space Plans are
                  acceptable.
  5.
              Within
                  twenty (20) Working Days after final approval of the Tenant Space
                  Plans,
                  Tenant's Architect shall prepare and deliver to Landlord the prepared
                  Tenant Improvement Construction
                  Documents.
  6.
              By
                  the end of the fifth (5th)
                  full Working Day after receipt of the Tenant Improvement Construction
                  Documents, Landlord shall review and resubmit the same to Tenant's
                  Architect, either with Landlord's consent or comments
                  thereto.
  7.
              By
                  the end of the fifth (5th)
                  full Working Day after receipt of Landlord's comments to the Tenant
                  Improvement Construction Documents, Tenant's Architect shall resubmit
                  to
                  Landlord the Tenant Improvement Construction Documents with such
                  changes
                  or information as requested by
                  Landlord.
  8.
              The
                  process described in Section 2.01(5), (6) and (7) shall continue
                  until
                  final approval by Landlord and Tenant and such documents shall
                  constitute
                  the final Tenant Improvement Construction
                  Documents.
  9.  Any
        approval or consent by Landlord of any items submitted by Tenant to and/or
        reviewed by Landlord pursuant to this Work Letter shall be deemed to be strictly
        limited to an acknowledgement of approval or consent by Landlord thereto
        and
        shall not imply or be deemed to imply any representation or warranty by Landlord
        that the design is safe or structurally sound or will comply with any legal
        or
        governmental requirements. Any deficiency, mistake or error in design (expressly
        excluding the engineering drawings), although the same has the consent or
        approval of Landlord, shall be the sole responsibility of Tenant, and Tenant
        shall be liable for all costs and expenses which may be incurred and all
        delays
        suffered in connection with or resulting from any such deficiency, mistake
        or
        error in design."
  (iii)  Tenant's
        Agent .
        Bill Smith shall be replaced by Robert Worthen and Richard Gawlik, collectively,
        as Tenant's authorized representative, as described in Section 6.01 of **Exhibit
        "C"** to the Lease, for all purposes under **Exhibit
        "C"** to the Lease.
  6.  Tenant’s
        Early Termination Right. Landlord and Tenant hereby acknowledge and agree that the Tenant's option
        to
        terminate the Lease early, which is set forth in Section 6 of the Special
        Stipulations, **Exhibit
        "F"** to the Lease, shall be applicable to the First Offer Space as well as to
        the
        original Premises. Furthermore, the parties hereby agree that the termination
        fee due upon any election by Tenant to terminate Tenant's lease of the First
        Offer Space pursuant to such option to terminate shall be equal to (i)
        $60,073.24 in the event Tenant elects to terminate the Lease on or by September
        9, 2008, or (ii) $42,197.21 in the event Tenant elects to terminate the Lease
        on
        or by September 9, 2009, or (iii) $22,252.59 in the event Tenant elects to
        terminate the Lease on or by September 9, 2010.
  7.  Notices
        and Payment of Rent.
  Landlord
        has as its address for purposes of notice:
  Teachers
        Concourse, LLC
 c/o
        Cousins Properties Services LP
 Five
        Concourse Parkway
 Suite
        1200
 Atlanta,
        Georgia 30328-6111
 
 Tenant
        shall pay Rent to Landlord at the following address:
  P.O.
        Box 402852
 Atlanta,
        Georgia 30384-2852
  8.  Patriot
        Act.  Tenant
        (which for this purpose includes its partners, members, principal stockholders
        and any other constituent entities (i) has not been designated as a
        "specifically designated national and blocked person" on the most current
        list
        published by the U.S. Treasury Department Office of Foreign Assets Control
        at
        its official website, < http://www.treas.gov/ofac/t11 sdn.pdf> or at any replacement website or other replacement official publication of
        such
        list; (ii) is currently in compliance with and will at all times during the
        Term
        (including any extension thereof) remain in compliance with the regulations
        of
        the Office of Foreign Asset Control of the Department of the Treasury and
        any
        statute, executive order (including the September 24, 2001, Executive Order
        Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
        to Commit, or Support Terrorism), or other governmental action relating thereto;
        and (iii) has not used and will not use funds from illegal activities for
        any
        payment made under the Lease.
  9.  No
        Other Modifications .
        Except as expressly modified herein, the Lease shall remain in full force
        and
        effect and, as modified herein, is expressly ratified and confirmed by the
        parties hereto. In the event of a conflict between the terms of the Lease
        and
        the terms of this Second Amendment, the terms of this Second Amendment shall
        control.
 
 
 [SIGNATURES
        ON FOLLOWING PAGE]
 
  Simmons
            - First Amendment - 8.9.06
  IN
        WITNESS WHEREOF, the parties have hereunto set their hands and seals as of
        the
        day, month and year first above written.
 
 
 
 LANDLORD:
 
 **TEACHERS
        CONCOURSE, LLC** ,
 a
        Delaware limited liability company,
 successor
        in interest to Concourse I, Ltd.
 
 
 
 By:  /s/
        Elizabeth Andress
 Elizabeth
        Andress
 Its:  Assistant
        Secretary
 
 TENANT:
 
 **SIMMONS
        BEDDING COMPANY,**
 a
        Delaware corporation,
 formerly
        known as Simmons Company
 
 
 By:  /s/
        Kristen K. McGuffey
 Kristen K. McGuffey
 Its:  Senior
        Vice President and General Counsel
 
 By:  /s/
        William S. Creekmuir
 William S. Creekmuir
 Its:  Executive
        Vice President and Chief Financial Officer
 
  Simmons
            - First Amendment - 8.9.06
  **Exhibit
        “A-1”**
 
 Space
        Plan of 8,946 RSF First Offer Space
 
   Simmons
            - First Amendment - 8.9.06
  **Exhibit
        “C-1”**
 
 Landlord’s
        Work
 
 Landlord,
        at Landlord’s cost, will perform the following work in the First Offer
        Space.
  1.
            Demolition
                and removal of the existing ceiling tile, HVAC supply/ return grilles,
                light fixtures, fire alarm components, and other non standard ceiling
                components. 2.
            Modify
                the existing 2’x 4’ ceiling grid to the building standard 2’x 2’ ceiling
                grid throughout. 3.
            Install
                and connect new building standard parabolic fluorescent light fixtures
                throughout. 4.
            Install
                and connect new HVAC supply/ return grilles
                throughout. 5.
            Supply
                new building standard 2’ x 2’ ceiling tile delivered to the First Offer
                Space. 6.
            Demolition
                and removal of the preaction fire protection riser and related components
                in the new IDF room # 715. 7.
            Demolition
                and removal of the following items in the new Open Area # 714 (previous
                tenant’s data center). a.
            Supplemental
                HVAC equipment. b.
            UPS
                equipment. c.
            Electrical
                panels, transformer, and electrical wiring serving the previous data
                center equipment. d.
            Alarm
                system. e.
            Walls,
                door, telephone backboard, phone/ data wiring, and other equipment
                comprising the existing data center electrical room. f.
            Raised
                floor, glass partition walls, doors, and other related non standard
                building components. g.
            All
                phone and data wiring throughout. h.
            All
                non standard fire protection components.