ex10_1-2.htm


    EXHIBIT 10.1.2


     

    THIRD
AMENDMENT TO LEASE AGREEMENT

     

    THIS THIRD AMENDMENT TO LEASE
AGREEMENT (hereinafter referred to as this "Third Amendment") is entered
into by and between TEACHERS
CONCOURSE, LLC, a Delaware limited liability company (hereinafter
referred to as "Landlord"), and SIMMONS BEDDING COMPANY, a
Delaware corporation f/k/a Simmons Company, a Delaware corporation (hereinafter
referred to as "Tenant"), and shall be effective as of October 1,
2008.

     

    W I T N E S S E T
H:

     

    WHEREAS,  Tenant
and Concourse I Ltd., a Georgia limited partnership (hereinafter referred to as
"Concourse I"), entered into that certain Lease Agreement, dated April 25, 2000
(hereinafter referred to as the "Original Lease"), as amended by that certain
First Amendment to Lease by and between Tenant and Concourse I, dated July 20,
2000 (hereinafter referred to as the "First Amendment"), and as amended by that
certain Second Amendment to Lease by and between Tenant and Landlord, as the
successor-in-interest to Concourse I, dated October 6, 2006 (hereinafter
referred to as the "Second Amendment"; the Original Lease, as amended by the
First Amendment and the Second Amendment, is hereinafter sometimes collectively
referred to as the "Lease"), pursuant to which Tenant leased certain premises
known as Suite 700 and Suite 770 on the seventh (7th) floor
and Suite 800 on the eighth (8th) floor
of the building presently known as "Corporate Center I" located at One Concourse
Parkway, Atlanta, Georgia 30328 (hereinafter referred to as the "Building"),
which premises are more particularly described in the Lease (hereinafter
referred to as the "Premises");

     

    WHEREAS,
Landlord and Tenant desire to amend the Lease to extend further the term of the
Lease and to provide for certain other related matters, as are more particularly
set forth herein.

    


    NOW, THEREFORE, for and in
consideration of Ten and No/100 Dollars ($10.00), the mutual covenants and
conditions set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agree to amend the Lease as follows:

    


    1.           Defined
Terms.  Capitalized terms used herein, unless otherwise defined
herein, shall have the meanings given such terms in the Lease, except, however,
that capitalized terms used in this Third Amendment that are defined in Exhibit B-3
hereto shall have the meanings given such terms in said Exhibit B-3.

    


    2.           Term. Effective as of
October 1, 2008, the Term of the Lease is extended for a period of sixty-six
(66) months, commencing on October 1, 2011 and continuing through and including
a new term Expiration Date of March 31, 2017.

    


    3.           Terms of the
Lease.  The lease of the Premises shall be pursuant to all of
the terms and conditions of the Lease as in effect from time to time; provided,
however, that Landlord and Tenant hereby agree that the Lease shall be amended
as follows:

    


    a.           Paragraph 2. Rent.  On
and after October 1, 2008, Monthly Rental for the Premises shall be payable to
Landlord pursuant to Paragraph 2 of the Lease at P.O. Box 402852, Atlanta,
Georgia 30384-2852 or at such other place Landlord designates, without notice,
demand, deduction or setoff, in the following amounts:

    


    
      	
               

               

              Period

            	
              Base
      Rent (per rentable square foot per
      annum)

               

            	
               

               

              Annual Rental

            	
               

               

              Monthly Rental

            
	
              10/01/08-09/30/09

            	
              $22.00

            	
              $1,275,801.96

            	
              $106,316.83

            
	
              10/01/09-09/30/10

            	
              $22.55

            	
              $1,307,697.00

            	
              $108,974.75

            
	
              10/01/10-09/30/11

            	
              $23.11

            	
              $1,340,172.00

            	
              $111,681.00

            
	
              10/01/11-09/30/12

            	
              $23.69

            	
              $1,373,806.80

            	
              $114,483.90

            
	
              10/01/12-09/30/13

            	
              $24.28

            	
              $1,408,021.44

            	
              $117,335.12

            
	
              10/01/13-09/30/14

            	
              $24.89

            	
              $1,443,396.00

            	
              $120,283.00

            
	
              10/01/14-09/30/15

            	
              $25.51

            	
              $1,479,350.40

            	
              $123,279.20

            
	
              10/01/15-09/30/16

            	
              $26.15

            	
              $1,516,464.60

            	
              $126,372.05

            
	
              10/01/16-03/31/17

            	
              $26.80

            	
              $1,554,158.76

            	
              $129,513.23

            


    

    


    


    b.           Paragraph
3.  Reimbursement for Increases
in Operating Costs.

    


    (i)           On
and after January 1, 2010, Tenant, in addition to Monthly Rental payable with
respect to the Premises, shall pay, as additional rental, Tenant’s Share of
increases in the Operating Costs for any calendar year during the Term of the
Lease, as modified hereby (commencing with calendar year 2010), over the
"Initial Operating Costs," which shall be the actual Operating Costs incurred by
Landlord in calendar year 2009, as adjusted pursuant to the terms of the
Lease.

    


    (ii)           Notwithstanding
anything in the Lease, as amended hereby, to the contrary, for purposes of
determining Tenant's Share of Operating Costs for any calendar year during the
Term of the Lease, from and after January 1, 2010, Operating Costs shall not
include the amount by which "controllable" Operating Costs for such calendar
year exceed the product of such "controllable" Operating Costs for calendar year
2009 multiplied by 106% compounded annually from calendar year 2009. By way of
illustration and not limitation, the "cap" on "controllable" Operating Costs for
purposes of determining Tenant's contribution thereto, in 2011 would be 1.1236
times the comparable "controllable" Operating Costs for calendar year 2009, and
in 2012 would be 1.191 times the comparable "controllable" Operating Costs for
calendar year 2009. For the purposes of this subparagraph, "controllable"
Operating Costs shall mean all Operating Costs within the reasonable control of
Landlord, but specifically does not include taxes, utilities, insurance costs,
capital expenditures, costs to the extent directly affected by an increase in
the minimum wage (such as wage increases for non-minimum wage earners, such as
security guards, resulting from minimum wage increases) and reasonable costs
incurred to comply with any legal requirements enacted after October 1,
2008.

    


    c.           Subparagraph 3 (h).
Tenant's Audit
Rights.  On and after October 1, 2008, the first five (5)
sentences of subparagraph 3(h) of the Lease shall be deleted in their entirety,
and the following new sentences shall be inserted in lieu thereof:

    


    "Tenant
shall have the right to inspect Landlord's books and records pertaining to
Operating Costs by delivering written notice to Landlord within two hundred
seventy (270) days after Tenant's receipt of Landlord's Statement for the prior
calendar year (the "Inspection Notice"). Upon receipt of the Inspection Notice,
Landlord shall instruct its property manager at the Building to meet with a
designated employee of Tenant ("Tenant's Representative") to review Landlord's
books and records pertaining to Operating Costs. Tenant shall conduct and
complete such inspection with notice of the results thereof delivered to
Landlord within sixty (60) days after delivery of Tenant's Inspection
Notice.  If Tenant does not complete such inspection within such sixty
(60) day period, Tenant rights under this subparagraph 3(h) to inspect and audit
Landlord's books and records for the calendar year in question shall terminate
and be of no further force or effect. If, after such inspection, Tenant disputes
any such Operating Costs, Tenant shall specifically identify such disputed
Operating Costs in writing to Landlord. If Landlord and Tenant are unable to
resolve such dispute within sixty (60) days after Landlord's receipt of Tenant's
notice of disputed items, then Tenant shall notify Landlord if it wishes to
employ an independent, reputable certified public accounting firm having at
least ten (10) years experience in auditing operating costs incurred in office
buildings in Atlanta, Georgia, and in no event compensated on a contingent fee
or bonus basis ("Acceptable Accountants"), to audit Landlords books and records
for the Buildings with respect to the disputed items. If Tenant does not so
notify Landlord within such thirty (30) day period, Tenant's right under this
subparagraph 3(h) to audit Landlord's books and records for the calendar year in
question shall terminate and be of no further force or effect."

    


    c.           Paragraph 29. Parking
Arrangements.  On and after October 1, 2008, the parking ratio
for unreserved parking spaces set forth in the first (1st) sentence of Paragraph
29 of the Lease shall be amended to be 4.0 unreserved parking spaces per 1,000
rentable square feet and the third (3rd)
grammatical sentence of said Paragraph 29 of the Lease shall be deleted in its
entirety, and the following new sentences shall be inserted at the end of
Paragraph 29:

    


    "As part
of and not in addition to the ratio of unreserved parking spaces provided
hereinabove, Landlord shall provide a total of fifteen (15) reserved monthly
parking spaces for use by Tenant in the parking facility serving the Building
(hereinafter referred to as the "Garage"), provided that Landlord shall have the
right, at any time, in Landlord's sole discretion, to relocate such spaces
within the Garage.  Such parking spaces shall be provided to Tenant at
the rate of Fifty and No/100 Dollars ($50.00) per space per month, as said rate
may be adjusted from time to time by Landlord or by the operators of the Garage
at their discretion; provided that such rate is consistent with reserved monthly
parking rates in the Project; and, provided further, however, that eleven (11)
of such monthly reserved parking spaces shall be provided to Tenant during the
Lease Term, as extended hereby, free of charge.  If Tenant elects to
take the four (4) reserved monthly spaces (provided that such reserved monthly
parking spaces are available), Tenant shall pay such monthly charges to Landlord
or to the operators of the Garage, as Landlord directs, on or before the first
(1st) day of each calendar month throughout the Lease Term, as extended hereby,
and Tenant shall abide by and comply with any and all rules and regulations
promulgated by Landlord or the operators of the Garage with respect to such
parking spaces. If Tenant fails to timely pay any parking charges, Landlord
shall have the right to revoke Tenant's rights to any such Tenant's parking
spaces for which Tenant failed to pay the parking fee. Landlord shall use
reasonable efforts (which efforts shall not include the expenditure of funds) to
enforce the reservation of such reserved spaces. If Tenant does not elect to
take or voluntarily releases its rights to all or any one of the four (4) paid
reserved parking spaces during the Term of the Lease, as extended hereby, then
Tenant may, at its option, within ninety (90) days after said release, request
that Landlord reinstate Tenant's rights to all or any one of Tenant's paid
reserved parking spaces released by Tenant, and Landlord shall make reasonable
efforts to provide such paid reserved parking spaces to Tenant at the prevailing
monthly parking rates for such spaces; provided, however, that the provision of
such paid reserved parking spaces shall be subject to availability, pursuant to
both present and future leases and other contractual obligations of Landlord.
The parking spaces described in this Paragraph 29, and Tenant's rights thereto,
shall not be assignable or transferable by Tenant."

    


    d.           Paragraph 39. Exculpation of
Landlord.  On and after October 1, 2008, the Lease is hereby
amended by deleting Paragraph 39, Exculpation of Landlord, of the Original Lease
in its entirety, and by inserting the following new Paragraph 39 in lieu
thereof:

    


    
      	
              "39.

            	
              EXCULPATION OF
      LANDLORD.

            


    

    


    
      	
               
      

            	
              TENANT
      AGREES THAT TENANT SHALL LOOK SOLELY TO LANDLORD'S INTEREST IN THE
      BUILDING, THE PROPERTY AND LANDLORD'S PERSONAL PROPERTY USED IN CONNECTION
      THEREWITH ("LANDLORD'S PERSONAL PROPERTY") FOR THE SATISFACTION OF ANY
      CLAIM, JUDGMENT OR DECREE AGAINST LANDLORD BASED UPON ANY DEFAULT
      HEREUNDER (A "TENANT CLAIM"), AND NO OTHER PROPERTY OR ASSETS OF LANDLORD,
      ITS SUCCESSOR OR ASSIGNS, OR ANY PARTNER, MEMBER, MANAGER, SHAREHOLDER OR
      OTHER BENEFICIAL OWNER OF ANY INTEREST IN LANDLORD, OR ANY PARTNER,
      MEMBER, MANAGER, SHAREHOLDER OR OTHER BENEFICIAL OWNER OF ANY SUCH
      BENEFICIAL OWNER, SHALL BE SUBJECT TO THE LEVY, EXECUTION OR OTHER
      ENFORCEMENT PROCEDURE FOR THE SATISFACTION OF ANY SUCH TENANT CLAIM. FOR
      PURPOSES OF THIS PARAGRAPH, AND SUBJECT TO THE EXCEPTIONS SET FORTH BELOW,
      "INTEREST IN THE BUILDING, THE PROPERTY AND LANDLORD'S PERSONAL PROPERTY"
      SHALL MEAN, AND TENANT MAY SATISFY ANY TENANT CLAIM FROM (I) LANDLORD'S
      RIGHT, TITLE AND INTEREST IN THE BUILDING, THE PROPERTY AND LANDLORD'S
      PERSONAL PROPERTY, INCLUDING NET RENTAL INCOME (AFTER DEDUCTING ALL
      OPERATING COSTS OF THE BUILDING INCLUDING PAYMENT OF ANY MORTGAGE) AND NET
      PROCEEDS FROM A SALE RECEIVED BY LANDLORD AFTER THE DATE LANDLORD HAS BEEN
      FOUND LIABLE FOR SUCH TENANT CLAIM BY A COURT OF COMPETENT JURISDICTION
      AND THE SAME IS NOT APPEALABLE BY LANDLORD ("CLAIM DATE"), (II) ANY NET
      INSURANCE OR CONDEMNATION PROCEEDS RECEIVED BY LANDLORD BECAUSE OF DAMAGE
      OR CONDEMNATION TO OR OF THE BUILDING, THE PROPERTY AND LANDLORD'S
      PERSONAL PROPERTY AFTER THE CLAIM DATE, AND (III) LANDLORD'S RIGHT, TITLE
      AND INTEREST IN ANY GROUND LEASE, OR MASTER LEASE OR OTHER LEASE OF THE
      BUILDING HAVING LANDLORD AS THE TENANT THEREUNDER. NOTHING IN THIS
      PARAGRAPH SHALL BE INTERPRETED TO MEAN THAT TENANT CANNOT BE AWARDED
      SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF. NO HOLDER OR BENEFICIARY OF ANY
      MORTGAGE OR DEED TO SECURE DEBT ON ANY PART OF THE PROPERTY SHALL HAVE ANY
      LIABILITY TO TENANT HEREUNDER FOR ANY DEFAULT OF LANDLORD UNLESS ANY
      WRITTEN AGREEMENT BETWEEN TENANT AND SUCH HOLDER OR BENEFICIARY SHALL
      PROVIDE OTHERWISE. FOR THE PURPOSES OF THIS PARAGRAPH, THE "NET PROCEEDS"
      FROM A SALE OR OF INSURANCE OR CONDEMNATION SHALL MEAN THE GROSS PROCEEDS
      RECEIVED BY LANDLORD, LESS IN EACH INSTANCE THE REASONABLE COSTS AND
      EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND EXPENSES)
      PAID OR INCURRED IN CONNECTION WITH COLLECTION OF SUCH PROCEEDS, AND LESS
      ANY AMOUNT APPLIED TO ANY INDEBTEDNESS ENCUMBERING THE PROPERTY OR
      BUILDING OR (IN THE CASE OF INSURANCE OR CONDEMNATION PROCEEDS) THE
      RESTORATION OR REPAIR OF THE PROPERTY, BUILDING OR PREMISES. IF THE
      PROPERTY IS SOLD DURING THE PENDENCY OF A TENANT CLAIM, TENANT SHALL HAVE
      THE RIGHT TO LOOK TO THE NEW LANDLORD'S INTEREST IN THE PROPERTY AS IT
      EXISTS AT THE TIME OF THE JUDGMENT. LANDLORD AGREES THAT AS A CONDITION
      PRECEDENT TO THE EFFECTIVENESS OF THE RELEASE IN FAVOR OF LANDLORD SET
      FORTH ABOVE WITH RESPECT TO ANY TENANT CLAIM WHICH ORIGINATES FROM EVENTS
      OR CIRCUMSTANCES OCCURRING PRIOR TO A SALE OR TRANSFER OF THE PROPERTY BUT
      WHICH HAS NOT BEEN REDUCED TO JUDGMENT PRIOR TO SUCH SALE OR TRANSFER,
      LANDLORD WILL CAUSE THE PURCHASER OR TRANSFEREE OF THE PROPERTY TO ASSUME
      LANDLORD'S LIABILITY WITH RESPECT TO ALL OBLIGATIONS AND LIABILITIES OF
      LANDLORD ACCRUING UNDER THE LEASE PRIOR TO THE DATE OF
      TRANSFER."

            


    

    


    e.           Patriot
Act.   On and after October 1, 2008, the Lease is hereby
amended by inserting the following new Paragraph 47 at the end
thereof:

    


    "47.           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/t11sdn.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
of the Lease (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."


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    4.           Tenant
Improvements.

    


    a.           Tenant
accepts the Premises in its "AS IS, WHERE IS" condition, "WITH ALL FAULTS" and
without any warranties or representations whatsoever, and Landlord shall have no
obligation to perform any work with respect to the Premises, or to provide any
allowances with respect thereto, except as otherwise hereinafter expressly
provided in this Paragraph 4. Any additions, alterations, improvements or
refurbishment to the Premises, such as cabinets, built-ins, telecommunications
equipment and related wiring, painting, carpeting and floor covering installed
in the Premises and the installation of Tenant's Building standard suite signage
(collectively "Tenant Improvements"), shall be performed subject to and in
accordance with the provisions of this Paragraph 4 and Exhibit B-3, attached
hereto and incorporated herein by this reference. Tenant acknowledges that the
Premises were previously improved for occupancy, and all improvements existing
on October 1, 2008 shall be left in place by Landlord and shall be available for
reuse or shall be demolished by Tenant as part of the total cost of the Tenant
Improvements to the Premises for which Tenant is responsible under the Lease and
this Third Amendment. Landlord shall provide an allowance (the "Allowance") to
Tenant for the purpose of paying a portion of the Tenant Improvement Costs (as
defined in Exhibit B-3)
respecting the Premises in the amount of One Million One Hundred Fifty-Nine
Thousand Eight Hundred Twenty and No/100 Dollars ($1,159,820.00) in total.
Landlord agrees to contribute the Allowance toward the Tenant Improvement Costs
(as defined in Exhibit
B-3) and Tenant's Work in accordance with the provisions of
Section 5.01 of said Exhibit B-3 (the
Tenant Improvement Costs shall include, without limitation, the space designer,
architect, engineer, interior design and other professionals and design
specialists fees incurred by Landlord or Tenant in connection with the Tenant
Improvements, any project-management related expenses, and Landlord's
construction supervision fee). If the entire Allowance is not exhausted in
constructing the Tenant Improvements on or before September 30, 2010, then the
unused and remaining portion not to exceed Three Hundred Forty-Seven Thousand
Nine Hundred Forty-Six and No/100 Dollars ($347,946.00) may be used by Tenant as
a credit against Monthly Rental next coming due and payable under the Lease, as
amended hereby, after completion of the Tenant Improvements; provided, however,
that Tenant may utilize such portion of the Allowance not to exceed Three
Hundred Forty-Seven Thousand Nine Hundred Forty-Six and No/100 Dollars
($347,946.00) as a credit against Monthly Rent next coming due and payable under
the Lease until exhausted at any time after January 1, 2009 without regard to
completion of construction of the Tenant Improvements.

    


    b.           Notwithstanding
anything in subparagraph 4.a. above to the contrary, Tenant shall have the
one-time right and option to request that Landlord perform an inspection of the
HVAC system serving the Premises by providing Landlord with written notice of
such election on or before January 1, 2010. Within sixty (60) days after receipt
of Tenant's written notice requesting such inspection (provided, however, that
such 60-day period may be extended as a result of casualty to the Premises or
the HVAC system or rapid changes in the environment for a reasonable period of
time to allow the HVAC system to equilibrate to the environment or to repair any
such casualty), Landlord shall, at its sole cost and expense, contract with an
independent, licensed third-party engineer (i) to perform an inspection of the
HVAC system serving the Premises to determine if said HVAC system is maintaining
levels of carbon dioxide, carbon monoxide, airborne particulates and relative
humidity in the Premises within the levels or acceptable deviations set forth in
Standard 62.1-2004 published by the American Society of Heating, Refrigerating,
and Air Conditioning Engineers, Inc. (ASHRAE) (the "Air Quality Standards") and
(ii) to visually inspect the Premises for mold resulting from roof leaks. If it
is determined by such inspection that the HVAC system serving the Premises is
not maintaining acceptable indoor air quality pursuant to such Air Quality
Standards or that mold is visible in the Premises and same was not caused by
Tenant or persons acting by, under or through Tenant (in which case Tenant shall
be responsible for the costs and expenses associated with the remediation
described hereinbelow), then Landlord, at Landlord's sole cost and expense,
shall (i) if the air quality does not meet the Air Quality Standards, undertake
reasonable measures to bring the air quality within the Premises into
substantial compliance with the Air Quality Standards and (ii) if mold is
visible in the Premises, remove such mold, within the time frames and parameters
required by applicable law and, if no laws apply, within a reasonable period of
time. Tenant shall use reasonable good faith efforts to cooperate with Landlord
in the performance of any such remediation. Tenant further acknowledges and
agrees that the air quality in the Premises may be caused to fall below the Air
Quality Standards as a result of, among other things, Tenant's failure to
maintain the occupancy levels set forth in the Lease and any impact on the air
quality within the Premises resulting therefrom shall be deemed to be caused by
Tenant.

    


    5.           Deleted
Provisions.  Effective as October 1, 2008, the following
provisions shall be deleted in their entirety:

    


    a.           Special
Stipulation No. 3 of the Original Lease ("Renewal Option");

    


    b.           Special
Stipulation No. 5 of the Original Lease ("Expansion Right");

    


    c.           Special
Stipulation No. 6 of the Original Lease ("Early Termination
Right");

    


    d.           Paragraph
4 of the Second Amendment ("First Offer Allowance"); and

    


    e.           Paragraph
6 of the Second Amendment ("Tenant's Early Termination Right").

    


    6.           Contraction
Option.  Landlord grants
Tenant the one-time right to contract the Premises during the Term of the Lease,
as extended hereby (the "Contraction Option"), subject to and accordance with
the following terms and conditions:

    


    
      	
              a.

            	
              Provided
      Tenant is not in default under the Lease beyond any applicable notice and
      cure periods, Tenant shall have the one-time right by delivering written
      notice (the "Contraction Notice") to Landlord on or before June 30,
      2009 (the
      "Contraction Notice Deadline") to return possession of that certain space
      known as Suite 700 having eight thousand nine hundred ninety-six (8,996)
      rentable square feet and more particularly shown as "Suite 700" on Exhibit C-3
      attached hereto and incorporated herein by this reference ("Suite 700").
      This Contraction Option shall be applicable to the entire portion of Suite
      700 and may only be exercised with respect to the entire portion of Suite
      700.

            


    

     

    
      	
              b.

            	
              As a condition precedent to any
      release of Suite 700 pursuant to the provisions of this Paragraph 6,
      Tenant must have delivered to Landlord, together with its Contraction
      Notice, a contraction payment in the amount of Five Hundred Thousand Three
      Hundred Eighty-Four and 41/100 Dollars ($589,384.41) in readily available
      U.S. funds (the "Contraction Payment"). Failure by Tenant to deliver the
      Contraction Notice (accompanied by payment of such Contraction Payment) on
      or before the Contraction Notice Deadline shall mean that Tenant shall
      have waived Tenant's right to release Suite 700 pursuant to this Paragraph
      6.

            


    

     

    
      	
              c.

            	
              If Tenant duly and timely
      delivers the Contraction Notice to Landlord, together with the
      Cancellation Payment, on or before the Contraction Notice Deadline, such
      contraction shall be effective as of December 31, 2009 (the "Release
      Date").

            


    

     

    
      	
              d.

            	
              If
      Tenant duly and timely delivers the Contraction Notice, together with the
      Contraction Payment, then from and after the Release Date, (i) all
      references in the Lease to the "Premises" shall be deemed to refer to the
      Premises, as contracted, (ii) Landlord and Tenant shall account between
      themselves for all Monthly Rental, additional rental and other charges as
      provided for in the Lease with respect to Suite 700, (iii) Tenant shall have
      no further rights or obligations arising out of or related to the Lease
      with respect to Suite 700, except those that by their express terms
      survive the expiration or sooner termination of the Lease, and (iv) Suite
      700 shall be released from the
Lease.

            


    

     

    
      	
              e.

            	
              Tenant
      shall surrender Suite 700 to Landlord in accordance with the terms and
      provisions therefor set forth in the Lease on or before the Release Date,
      the same as if the Release Date were the Expiration Date of the Term of
      the Lease with respect to Suite 700. Thereafter, Tenant shall have no
      further right, claim or interest with respect to Suite 700 and shall
      remove all its equipment and property therefrom. Any property not removed
      prior to the Release Date shall be deemed abandoned, and Landlord shall be
      authorized to retain such property, or any portion thereof, as Landlord's
      own property or to dispose of such property in any manner Landlord deems
      appropriate, in Landlord's sole discretion. Tenant shall remain liable for
      any and all cost relating to any removal or disposition of any such
      property and releases Landlord of any and all liability in connection
      therewith. Tenant acknowledges that Landlord has relied and will rely on
      Tenant's covenants set forth in this subparagraph in entering into a new
      lease with a third party with respect to Suite 700 and in performing
      Landlord's obligations under such new lease. If Tenant fails to vacate
      Suite 700 on or before the Release Date after providing a Contraction
      Notice, Tenant shall be required to pay rental for Suite 700 at a rate of
      one hundred ten percent (110%) of the Rent provided for in the Lease as of
      the Release Date for each calendar month that Tenant remains in occupancy
      of Suite 700. Notwithstanding anything in this Third Amendment to the
      contrary, Tenant shall remain obligated to pay Rent with respect to Suite
      700 for the period prior to the Release
Date.

            


    

     

    
      	
              f.

            	
              Tenant's
      Share shall be adjusted to reflect the release of Suite
    700.

            


    

     

    
      	
              g.

            	
              At
      least thirty (30) days before the Release Date, Landlord and Tenant agree
      to enter into an amendment to the Lease to document the exercise of this
      Contraction Option.

            


    

     

    h.           Notwithstanding
anything in this Paragraph 6 to the contrary, Tenant shall have no right to
exercise this Contraction Option under this Paragraph 6 at any time after which
either (i) a default occurs with respect to Tenant under the Lease and remains
uncured beyond any applicable notice and cure periods under the Lease or (ii)
the Lease is not in full force and effect.

    


    7.           Expansion
Option.  Landlord grants Tenant an ongoing option to lease
additional space in the Building (the "Expansion Option") during the initial
Term of the Lease, as amended by this Third Amendment, subject to and in
accordance with the following terms and conditions:

    


    a.           The
space that is subject to Tenant's Expansion Option shall be any space located in
the Building, as such space becomes available for Lease.

    


    b.           If Tenant desires to expand the
Premises, Tenant shall in good faith deliver a written notice (the "Expansion
Notice") to Landlord stating Tenant's desire to lease all or a portion of the
Expansion Space and the amount of such space desired by Tenant  on or
before September 30, 2013, which
notice may not be delivered to Landlord more than one (1) time per calendar
quarter. Landlord shall, within thirty (30) days (the "Search Period") after
receipt of Tenant's Expansion Notice, designate by written notice (the
"Designation Notice") to Tenant space in the Building meeting Tenant's space
requirements that is available for lease by Tenant (such space being hereinafter
referred to as the "Expansion Space"). If no such space meeting Tenant's space
requirements is available for lease by Tenant during such Search Period, then
Landlord shall so indicate to Tenant in the Designation Notice and the Lease
shall remain in full force and effect, subject to Tenant's right to submit
subsequent requests for additional space in accordance with the terms of this
Paragaph 7. If any Expansion Space is designated by Landlord to Tenant in
Landlord's Designation Notice within such Search Period, Tenant may select, at
Tenant’s option, any one or more of the options presented by Landlord in the
Designation Notice by written notice (the "Acceptance Notice") delivered to
Landlord within ten (10) days after receipt of Landlord's Designation
Notice.

    


     c.            If
Tenant duly and timely delivers its Acceptance Notice to Landlord in accordance
with Paragraph 7.b., then the following terms and conditions shall apply to the
lease of the Expansion Space selected by Tenant in its Expansion
Notice:

     

    i.           The
Term of the lease of the Expansion Space shall commence on the earlier to occur
of (i) four (4) months after delivery of the Expansion Space by Landlord to
Tenant or (ii) the date Tenant occupies all or any portion of the Expansion
space for the purpose of conducting business therefrom, but in no event later
than October 1, 2014 (such date being the "Expansion Space Commencement
Date");

    


    ii.           Monthly
Rental, additional rental and all other sums and charges imposed under the Lease
with respect to the Expansion Space shall commence to accrue on the Expansion
Space Commencement Date;

    


    iii.           The
Expansion Space shall become part of the Premises and shall be leased to Tenant
for the remaining portion of the Term of the lease of the Premises upon the
terms and conditions (including, without limitation, the same Base Rental rate
per rentable square foot and the same "Initial Operating Costs") as then and
thereafter in effect from time to time under the Lease for the balance of the
Premises, except as otherwise expressly provided in this subparagraph
c.;

    


    iv.           Tenant
improvements to the Expansion Space shall be designed and installed in
accordance with the same procedures and conditions as are set forth in Exhibit B-3 hereto;
except that the Allowance per rentable square foot with respect to the Expansion
Space shall be equal to the product of Twenty and No/100 Dollars ($20.00) and a
fraction, the numerator of which is the number of full calendar months, plus the
fraction of any partial calendar months, remaining in the initial Term of the
Lease, as amended by this Third Amendment, measured from the Expansion Space
Commencement Date, and the denominator of which is one hundred two
(102).

    


    v.           Tenant's
Share shall be adjusted to reflect Tenant's lease of the Expansion
Space.

    


    vi.           Landlord
and Tenant agree to enter into an amendment to the Lease to document the
exercise of the Expansion Option within thirty (30) days after Landlord's
receipt of the Acceptance Notice.

    


    d.            If
Tenant does not duly and timely deliver its Expansion Notice to Landlord on or
before September 30, 2013, then this Expansion Option and Tenant's rights to the
Expansion Space shall terminate and be of no further force or
effect.

     

    e.            For
purposes of this Expansion Option, space in the Building shall be deemed
"available for lease" only if (w) it is not a common area, (x) it is not the
subject of any lease, license or other occupancy agreement with a third party,
(y) it is not encumbered by any rights or options in favor of a tenant other
than Tenant, and (z) it is not the subject of a bona fide written letter of
intent to lease between Landlord and a third-party tenant prospect for such
space.

     

    f.            Notwithstanding
anything in this Paragraph 7 to the contrary, Tenant shall have no right to
exercise this Expansion Option under this Paragraph 7 at any time after which
(i) a default has occurred with respect to Tenant under the Lease and remains
uncured beyond applicable notice and cure periods, (ii) the Lease is not in full
force and effect, (iii) Tenant has assigned the Lease, except as otherwise
expressly provided in Section 12(c) of the Lease, or has entered into a sublease
with respect to more than forty percent (40%) of the Premises or (iv) Tenant is
in default beyond any applicable notice and cure periods under any other written
agreement with Landlord respecting the Project.

     

    8.           Cancellation
Option.  Tenant shall have the one-time option to terminate the
Lease (the "Cancellation Option") as of September 30, 2014 (the "Cancellation
Effective Date") by providing Landlord with written notice of such option
election (the "Cancellation Notice").  Such Cancellation Notice shall
be effective only if it is delivered to Landlord on or before September 30, 2013
(the "Cancellation Notice Deadline").  If Tenant has not delivered its
Cancellation Notice to Landlord on or before the Cancellation Notice Deadline,
this Cancellation Option shall terminate and be of no further force or effect,
and Tenant shall have no right or option to terminate the Lease pursuant to this
Paragraph 8 at any time after the Cancellation Notice Deadline. As a condition
to any cancellation of the Lease by Tenant pursuant to the provisions of this
Paragraph 8, Tenant must pay to Landlord simultaneously with the delivery to
Landlord of the Cancellation Notice an amount as a cancellation fee (the
"Cancellation Payment") equal to Nine Hundred Twenty-Nine Thousand Three Hundred
Eighty-Eight and 61/100 Dollars ($929,388.61). The Cancellation Payment shall be
increased or decreased, as the case may be, to reflect any expansion or
contraction of the Premises by an amount equal to the unamortized portion of any
fees, costs, commissions, allowances, costs and expenses incurred by Landlord in
consummating any such expansion or contraction, including, without limitation,
any improvement or other allowances, concessions, rent abatement, brokerage
commissions and legal fees attributable to any expansion or contraction of the
Premises (with interest payable in arrears at the rate of eleven percent (11%)
per annum). Failure by Tenant to give such written notice terminating the Lease,
accompanied by payment of such Cancellation Payment, on or before the
Cancellation Notice Deadline shall mean Tenant shall have waived Tenant's right
to so terminate pursuant to this Paragraph 8.  If Tenant validly and
timely exercises this Cancellation Option, Tenant shall nonetheless continue to
be liable for its obligations accruing under the Lease with respect to the
Premises up to and including the Cancellation Effective Date, including, without
limitation, additional rental, and all such obligations having accrued prior to
the Cancellation Effective Date shall survive the termination of the Lease, as
amended hereby.  Notwithstanding anything in this Paragraph 8 to the
contrary, Tenant shall have no right to exercise the Cancellation Option under
this Paragraph 8 at any time after which (i) a default with respect to Tenant
has occurred and remains uncured beyond applicable notice and cure periods under
the Lease, (ii) the Lease is not in full force and effect or (iii) Tenant is in
default beyond any applicable notice and cure periods under any other written
agreement with Landlord respecting the Project.

    


    9.           Extension
Options.                                           Landlord
grants to Tenant two (2) options to extend the Term of the Lease upon and
subject to the following terms and conditions:

    


    a.            The
period of extension for the first option shall be three (3) years, commencing at
12:01 a.m. Atlanta, Georgia time on the first day following the date specified
as the Expiration Date of the Lease and ending at midnight Atlanta, Georgia time
on the third (3rd) anniversary of the Expiration Date (such option being
hereinafter referred to as the "First Extension Option" and its period
hereinafter referred to as the "First Extension Period"), and the period of
extension for the second option shall be three (3) years, commencing
at  12:01 a.m. Atlanta, Georgia time on the first day following the
last day of the First Extension Period and ending at midnight Atlanta, Georgia
time on the day immediately preceding the sixth (6th) anniversary of the
Expiration Date (such option being hereinafter referred to as the "Second
Extension Option" and its period hereinafter referred to as the "Second
Extension Period") (the First Extension Option and the Second Extension Option
are sometimes hereinafter referred to, collectively, as the "Extension Options"
and, individually, as an "Extension Option"; and the First Extension Period and
the Second Extension Period are sometimes hereinafter referred to, collectively,
as the "Extension Periods" and, individually, as an "Extension
Period").

     

    b.            Tenant
must exercise the First Extension Option by written notice to Landlord given at
least two hundred seventy (270) days but not more than three hundred sixty-five
(365) days before the Expiration Date (hereinafter referred to as the "First
Extension Option Notice").  Tenant must exercise the Second Extension
Option by written notice given at least two hundred seventy (270) days but not
more than three hundred sixty-five (365) days before the end of the First
Extension Period (hereinafter referred to as the "Second Extension Option
Notice"; the First Extension Option Notice and the Second Extension Option
Notice are sometimes herein referred to, generically, as an "Extension Option
Notice").  If Tenant fails timely to give the First Extension Option
Notice, both the First Extension Option and the Second Extension Option shall
lapse unexercised.  If Tenant fails timely to give the Second
Extension Option Notice, the Second Extension Option shall lapse
unexercised.

     

    c.           The
Extension Option shall be applicable to the entire Premises, as it may have been
expanded or contracted from time to time pursuant to the terms of the Lease, and
may only be exercised with respect to the entire Premises.

    


    d.            If
Tenant duly and timely delivers to Landlord the Exercise Notice prior to the
deadline therefor set forth in subparagraph b. above, then the terms and
conditions of the Lease in effect as of the Expiration Date shall remain in full
force and effect during the Extension Period, except that the annual Base Rental
and Allowance per rentable square foot of area of the Premises leased by Tenant
during the Extension Period shall be adjusted at the commencement of the
applicable Extension Period to the then "Prevailing Market Rate and Allowance"
(as hereinafter defined).

    


    e.           For
the purposes of this Paragraph 9, "Prevailing Market Rate and Allowance" shall
mean the then prevailing market rate and improvement allowance for monthly
rental and tenant improvement allowances for arms length leases comparable to
the renewal of the Lease for space comparable to the Premises located in the
North Central Perimeter market area and for a term equal to the term of the
Extension Period, taking into account the then prevailing market concessions,
such as free rent, and the creditworthiness of Tenant.  The Prevailing
Market Rate and Allowance shall be determined between Landlord and Tenant by
mutual agreement; however, if Landlord and Tenant cannot agree, the Prevailing
Market Rate and Allowance shall be established in the manner specified for
determining Prevailing Market Rate and Allowance contained in subparagraph f.
below.

    


    f.           If
Landlord and Tenant have not reached an agreement as to the Prevailing Market
Rate and Allowance within thirty (30) days after Tenant has exercised the
Extension Option, Landlord shall advise Tenant, in writing, of its determination
of the Prevailing Market Rate and Allowance, on a per square foot basis, as of
the beginning of the Extension Period. Within twenty (20) days after receipt of
Landlord's determination of the Prevailing Market Rate and Allowance and
Allowance, Tenant shall advise Landlord, in writing, whether or not Tenant
accepts or rejects the Prevailing Market Rate and Allowance specified by
Landlord.  Failure to accept or reject in writing the Prevailing
Market Rate and Allowance specified by Landlord within such 20-day period shall
be deemed acceptance by Tenant.  If Tenant rejects the Prevailing
Market Rate and Allowance determined by Landlord, Tenant shall specify in such
notice Tenant's determination of the Prevailing Market Rate and Allowance,
together with Tenant's selection of a real estate appraiser, who shall act on
Tenant's behalf in determining the Prevailing Market Rate and
Allowance.  Within twenty (20) days after Landlord's receipt of
Tenant's selection of a real estate appraiser, Landlord, by written notice to
Tenant, shall designate a real estate appraiser, who shall act on Landlord's
behalf in the determination of the Prevailing Market Rate and
Allowance.  Within thirty (30) days after the selection of Landlord's
appraiser, the two appraisers shall render a joint written determination of the
Prevailing Market Rate and Allowance.  If the two appraisers are
unable to agree upon a joint written determination within said thirty (30) day
period, each appraiser shall render his or her own written determination and the
two appraisers shall select a third appraiser within such thirty (30) day
period.  Within thirty (30) days after the appointment of the third
appraiser, the third appraiser shall select one of the determinations of the two
appraisers originally selected, without modification or qualification. All
appraisers selected in accordance with this subsection shall have at least ten
(10) years prior experience in the metropolitan Atlanta, Georgia commercial
office leasing market and shall be members of one or more of the National
Association of Industrial and Office Properties, American Institute of Real
Estate Appraisers, the Atlanta, Georgia Board of Realtors, the State Bar of
Georgia or similar professional organization.   If either
Landlord or Tenant fails or refuses to select an appraiser, the other appraiser
shall alone determine the Prevailing Market Rate and
Allowance.  Landlord and Tenant agree that they shall be bound by the
determination of Prevailing Market Rate and Allowance pursuant to this
subparagraph for purposes of determining the Monthly Rental and Allowance under
the Lease for an Extension Period. Landlord shall bear the fees and expenses of
its appraiser; Tenant shall bear the fees and expenses of its appraiser; and
Landlord and Tenant shall share equally the fees and expenses of the third
appraiser, if any.

    


    g.           At
least thirty (30) days before the commencement of the applicable Extension
Period, Landlord and Tenant agree to enter into an amendment to the Lease to
document the exercise of the Extension Option.

    


    h.           Notwithstanding
anything in this Paragraph 9 to the contrary, Tenant shall have no right to
exercise the Extension Option under this Paragraph 9, nor shall Landlord have
any obligation to enter into a lease for an Extension Period with Tenant, at any
time after which (i) a default occurs with respect to Tenant under the Lease
that remains uncured beyond applicable notice and cure periods, (ii) the Lease
is not in full force and effect, (iii) Tenant has assigned the Lease, except as
otherwise expressly provided in Section 12(c) of the Lease, or has entered into
a sublease of more than forty percent (40%) of the Premises or (iv) Tenant is in
default beyond any applicable notice and cure periods under any other written
agreement with Landlord with respect to the Project.

    


               10.           Motion Sensor Light
System.  Landlord shall, at its sole cost and expense, retrofit
existing manual light switches located in the Premises with Levitron or other
similar quality motion sensor switches in accordance with the plans therefor
approved by Landlord and Tenant (the "Motion Sensor System"). Landlord shall
install the Motion Sensor System in a good and workmanlike manner and deliver
same to Tenant in good working order.  Upon completion of the
installation of the Motion Sensor System, Tenant shall accept same "AS IS, WHERE
IS, WITH ALL FAULTS", except to the extent of any particular motion sensor
switches listed on Tenant's punchlist as hereinafter provided. Not later than
thirty (30) days after Landlord completes the installation of the Motion Sensor
System, Landlord and Tenant shall inspect same to determine if all motion sensor
switches are in good working order and to create a reasonable punchlist for any
motion sensor switches that are not.  Any motion sensor switches not
listed on such punchlist shall be deemed to be in good working order and Tenant
shall have no further right to object thereto, except pursuant to the warranty
described herein below. Landlord shall endeavor in good faith to complete the
repairs to any motion sensor switches listed on said punchlist within a
reasonable time. If Tenant fails to participate in such inspection within such
thirty (30) day period, the Motion Sensor System shall be deemed to have been
delivered in good working order. Landlord shall cause the specifications for the
Motion Sensor System to include a requirement for a one (1) year warranty from
the contractor as to defects (including latent defects) in workmanship and
materials, with such warranty to run from the date of completion of the
installation of the Motion Sensor System and to be enforceable by Landlord or
Tenant. At the expiration or sooner termination of the Lease, the Motion Sensor
System shall be subject to the terms of Paragraph 7(b) of the
Lease.

    


    11.           Brokerage
Commissions.  Except for Jones Lang LaSalle - Southesast, Inc.
("Broker"), Tenant represents and warrants that it has not retained or consulted
with a broker, agent or commission salesperson with respect to the negotiation
of this Third Amendment, and that no commissions, fees or compensation of any
kind are due and payable in connection herewith to any broker, agent or
commission salesperson acting for or on behalf of Tenant, other than to Broker.
Tenant agrees to indemnify and hold Landlord harmless from all loss, cost and
damage suffered or incurred by Landlord as the result of any breach by Tenant of
the representation and warranty contained in this Paragraph
11.  Except for Cousins Properties Services LP, no broker, agent or
commission salesperson has represented Landlord in the negotiation of this Third
Amendment, and Landlord has agreed to compensate both Broker and Cousins
Properties Services LP for their services in accordance with the terms of
separate commission agreements between Landlord and Broker, on the one hand, and
between Landlord and Cousins Properties Services LP, on the other.

    


    12.           Basic Lease
Information. The Basic Lease Information attached to this Third Amendment
as Exhibit A-3
is inserted herein to state certain of the terms of the Lease with respect to
the Premises for the period commencing October 1, 2008 through the new term
Expiration Date.

    


    13.           No Further Amendments;
Ratification.  Except as expressly amended herein, all terms
and conditions of the Lease remain unamended in full force and effect and are
ratified and confirmed by Landlord and Tenant.  In the event of any
conflict between the terms and conditions of this Third Amendment and any of the
terms and conditions of the Lease, the terms and conditions of this Third
Amendment shall control.

    


    


    [THE REST
OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

    [SIGNATURES
COMMENCE ON THE FOLLOWING PAGE]

    


    IN WITNESS WHEREOF, the
parties have caused their duly authorized officers or partners to execute this
Third Amendment as of the dates set forth adjacent to each party's signature
block, but with intent to be bound hereby as of October 1, 2008.

     

    LANDLORD:

     

    TEACHERS CONCOURSE, LLC, a
Delaware limited liability company

     

    By: 
/s/ Elizabeth
Andress                                                      

    Name: 
Elizabeth
Andress                                                                

    Title:  Assistant
Secretary                                                                

    


    Date
executed by

    Landlord:________________,
200__

    


     

    [SIGNATURES
CONTINUE ON FOLLOWING PAGE]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE TO THIRD AMENDMENT TO LEASE AGREEMENT]

     

    TENANT:

     

    SIMMONS BEDDING COMPANY, a
Delaware corporation, f/k/a Simmons Company

     

    By:  /s/
Kristen K.
McGuffey                                                      

    Name: 
Kristen K.
McGuffey                                                                

    Title: 
EVP General
Councel                                                               

     

    (CORPORATE
SEAL)

     

    Date
executed by

    Tenant:________________,
200__

     

    By the
execution and delivery of this Third Amendment, Tenant has made and shall be
deemed to have made a continuous and irrevocable offer to lease the Premises, on
the terms contained in this Third Amendment, subject only to acceptance by
Landlord (as evidenced by Landlord's signature hereon), which Landlord may
accept in its sole and absolute discretion.

     

    Tenant's
Federal Employer Identification Number: 13-3875743

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A-3

     

    CORPORATE
CENTER I

    BASIC
LEASE INFORMATION

     

    
      	
              Lease
    Date

            	
              Lease
      Agreement, dated April 25, 2000 (amended by First Amendment, dated July
      20, 2000; Second Amendment, dated October 6, 2006; and Third Amendment,
      dated as of October 1, 2008)

            


    

     

    
      	
              Landlord

            	
              TEACHERS CONCOURSE, LLC,
      a Delaware limited liability
company

            


    

     

    
      	
              Tenant

            	
              SIMMONS BEDDING COMPANY,
      a Delaware corporation, f/k/a Simmons
Company

            


    

     

    
      	
              Building
      Name

            	
              Corporate
      Center I

            


    

     

    
      	
              Building
      Address

            	
              One
      Concourse Parkway

            


    

    Atlanta,
Georgia 30328

     

    
      	
               
      

            	
              Premises

            	 	
              Suite
      700, Suite 770 and Suite 800

            


    

     

    
      	
              Extended Lease
      Term

            	
              One
      Hundred Two (102) months

            


    

     

    
      	
               
      

            	
              New
      Term

            


    

    
      	
              Effective
      Date

            	
              October
      1, 2008

            


    

     

    
      	
               
      

            	
              New
      Term

            


    

    
      	
              Expiration
      Date

            	
              March
      31, 2017

            


    

     

    Total
Building

    Rentable
Area                                           288,368
square feet

    


    Rentable
Area of

    Premises                                           57,991
square feet

    


     

    


    


    


    *
Note:                      
This Basic Lease Information is only for the portion of the Lease term
commencing on October 1, 2008.  It does not address the portion of the
Lease term falling prior to that date.

    


    


    


    


    


    


    


    Annual
Rental

    (per
rentable square

    
      	
              10/01/08-09/30/09

            	
              $22.00

            
	
              10/01/09-09/30/10

            	
              $22.55

            
	
              10/01/10-09/30/11

            	
              $23.11

            
	
              10/01/11-09/30/12

            	
              $23.69

            
	
              10/01/12-09/30/13

            	
              $24.28

            
	
              10/01/13-09/30/14

            	
              $24.89

            
	
              10/01/14-09/30/15

            	
              $25.51

            
	
              10/01/15-09/30/16

            	
              $26.15

            
	
              10/01/16-03/31/17

            	
              $26.80

            


    

    foot
per annum)

    


    


    


    


    


    


    


    


      

    


    


    


    


    


    


    


    Operating
Costs

    Base
Year                                                      2009

     

    
      	
              Security
      Deposit

            	
              $0.00

            


    

     

    
      	
              Landlord's
      Address

            	
              For
      Notices:

            


    

    485
PROPERTIES, LLC

    c/o
Cousins Properties Services LP

    Five
Concourse Parkway

    Suite
1200

    Atlanta,
Georgia 30328-6111

    Attn:                      Property
Manager

    


    Tenant's
Address                                                      For Notices:

    SIMMONS
BEDDING COMPANY

    One
Concourse Parkway

    Suite
800

    Atlanta,
Georgia 30328

    Attn:                      General
Counsel  

     

    
      	
              Tenant's
      Broker

            	
              Jones
      Lang LaSalle - Southeast, Inc.

            


    

     

    
      	
              Allowance

            	
              $1,159,820.00
      (one-time only)

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B-3

     

    WORK
AGREEMENT FOR

    COMPLETION
OF IMPROVEMENTS TO THE PREMISES

     

    


     

    Landlord
and Tenant executed the within and foregoing Third Amendment for the Premises on
the seventh (7th) and
eighth (8th) floors
of the Building and hereby attach this Work Agreement to said Third Amendment as
Exhibit
B-3.  In consideration of the mutual covenants herein
contained, Landlord and Tenant agree as follows:

     

    ARTICLE 1 -
DEFINITIONS

     

    The
following terms shall have the meanings described below.  Terms not
defined herein shall have the meaning given in the Lease, as amended by the
Third Amendment:

     

    Allowance shall mean
the amount set forth in Paragraph 4.a. of this Third Amendment.

     

    Base Building
Improvements shall mean the Building Standard improvements constructed or
installed in the Building.

     

    Building Plans and
Specifications shall mean the final drawings and specifications for Base
Building Improvements.

     

    Building Standard
Materials shall mean such materials described in the Building Plans and
Specification or materials of comparable quality substituted therefor by
Landlord.

     

    Contractor shall mean
the party selected in accordance with Article 3 herein to perform the Tenant
Improvements.

     

    Change Order shall
mean any alteration, substitution, addition or change to or in the Tenant Space
Plans or Tenant Improvement Construction Documents requested by Tenant after the
same have been consented to by Landlord.

     

    Completion Date shall
mean the date of Substantial Completion of Tenant Improvements under the Tenant
Improvement Construction Documents (except Punchlist Items).

     

    Construction Contract
shall mean the agreement to be entered between Tenant and Contractor for the
construction of the Tenant Improvements.

    


    Punchlist Items shall
mean those items not completed in the Premises at the time of the Substantial
Completion, as identified in a written list, which do not substantially
interfere with Tenant's use or enjoyment of the Premises. Tenant shall be
responsible for the timely completion of the punchlist items.

     

    Substantial
Completion or Substantially
Complete shall be as described in Section 3.05 hereof.

     

    Tenant's Architect
shall mean Hendrick Associates, Inc. (d/b/a Hendrick, Inc.) or such other
architect selected by Tenant, licensed in the State of Georgia and reasonably
approved by Landlord.

     

    Tenant's Costs shall
mean the aggregate of (a) all costs and expenses of constructing the Tenant
Improvements that are in excess of the Allowance and (b) all costs and expenses
related to the design (including any revision and redesign costs) of the Tenant
Improvements.

     

    Tenant Improvements
shall mean all improvements constructed or installed in or on the Premises in
accordance with the Tenant Improvement Construction Documents.

     

    Tenant Improvement
Costs shall mean the aggregate cost for the Tenant Improvements, approved
by Tenant in accordance with Section 3.01 hereof, together with the cost of any
Change Orders as provided in Section 3.04 hereof.

     

    Tenant Improvement
Construction Documents shall mean the working drawings, specifications
and finish schedules for the Tenant Improvements prepared by Tenant's Architect
and consented to by Landlord in accordance herewith.

     

    Tenant Space Plans
shall mean the schematic presentation of the Premises prepared by Tenant's
Architect and consented to by Landlord in accordance herewith.

     

    Tenant's Work shall
mean all work in or about the Premises not within the scope of the work
necessary to construct the Tenant Improvements, such as (by way of illustration
and not limitation) delivering and installing furniture, telephone equipment and
wiring and office equipment.

     

    Working Day shall
mean the period from 9:00 A.M. until 5:00 P.M. on any Monday through Friday,
excluding federal and Georgia state holidays.  By way of illustration,
any period described in this Work Letter as expiring at the end of the third
(3rd) Working Day after receipt of a document, then: (i) if receipt occurs at
9:01 A.M. on Monday, said period shall expire at 5:00 P.M. on the following
Thursday; and (ii) if receipt occurs at 4:59 P.M. on Wednesday, the period shall
expire at 5:00 P.M. on the following Monday.

     

    ARTICLE 2.  TENANT
SPACE PLANS AND TENANT

    IMPROVEMENT PLANS AND
SPECIFICATIONS

     

    Section
2.01  Schedule for Preparation

     

    Tenant
shall contract with Tenant's Architect for the preparation of the Tenant Space
Plans and Tenant Improvement Construction Documents for the Tenant Improvements
to be constructed in the Premises, which shall be consented to by Landlord as
provided hereinbelow.

     

    
      	
              1.

            	
              Tenant
      shall cause Tenant's Architect to prepare and deliver 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 resubmit the same to Tenant and
      Tenant's Architect, either with Landlord's consent or with Landlord's
      comments thereto.

            


    

     

    
      	
              3.

            	
              After
      receipt of Landlord's comments to the Tenant Space Plans, Tenant shall use
      reasonable efforts to cause Tenant's Architect to promptly 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,
      but once Tenant Space Plans have been resubmitted to Landlord, Landlord
      shall confine Landlord's comments thereupon only to the changes made by
      Tenant's Architect or the changes requested by Landlord to the prior
      submission of the Tenant Space Plans, but not made by Tenant's
      Architect.  Once Landlord has satisfied itself that such
      proposed Tenant Space Plans are acceptable, in accordance with the above,
      Landlord shall so notify Tenant, and the Tenant Space Plans as so
      consented to by Landlord shall constitute the final Tenant Space
      Plans.

            


    

     

    
      	
              5.

            	
              After
      final consent to the Tenant Space Plans, Tenant shall use reasonable
      efforts to cause Tenant's Architect to promptly prepare and deliver to
      Landlord the 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 promptly
      resubmit the same to Tenant and Tenant's Architect, either with Landlord's
      consent or comments thereto.

            


    

     

    
      	
              7.

            	
              After
      receipt of Landlord's comments to the Tenant Improvement Construction
      Documents, Tenant shall use reasonable efforts to cause Tenant's Architect
      to promptly 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(6) and (7) shall continue until Landlord
      is satisfied that such proposed Tenant Improvement Construction Documents
      are acceptable, but once Tenant Improvement Construction Documents have
      been resubmitted to Landlord, Landlord shall confine Landlord's comments
      thereupon only to changes made by Tenant's Architect or the changes
      requested by Landlord to the prior submission of Tenant Improvement
      Construction Documents, but not made by Tenant's
      Architect.  Once Landlord is satisfied that such proposed Tenant
      Improvement Construction Documents are acceptable in accordance with the
      above, Landlord shall notify Tenant, and the Tenant Improvement
      Construction Documents as so consented to by Landlord shall constitute the
      final Tenant Improvement Construction Documents for the Tenant
      Improvements.

            


    

     

    
      	
              9.

            	
              Any
      approval or consent by Landlord of any items submitted by Tenant or
      Tenant's Architect to and/or reviewed by Landlord pursuant to this Work
      Letter shall be deemed to be strictly limited to an acknowledgment 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.

            


    

    


    ARTICLE
3.  CONSTRUCTION OF TENANT IMPROVEMENTS

     

    Section
3.01  Pricing of Tenant Improvements

     

    A.           After
final approval of the Tenant Improvement Construction Documents, Tenant shall
submit the Tenant Improvement Construction Documents to contractors for bid. The
prospective bidders for the engagement as "Contractor" shall be four (4),
including:

     

    (i)           Choate
Construction Company;

    (ii)           Cork
Howard Construction Company;

    (iii)           Humphries
Construction Company, Inc.; and

    (iv)           Warren
Hanks Construction Company.

     

    B.           Tenant
shall be responsible for preparing bid instructions to prospective
contractors.  Tenant shall receive, qualify and determine the
responsiveness of all bids.

     

    C.           Should
Tenant desire to seek adjustments of such bids, Tenant shall work promptly with
Tenant's Architect and Contractor to alter the Tenant Improvement Construction
Documents to cause the price quotation to be acceptable to Tenant and to
establish the Tenant Improvement Costs.  Upon determination of the
Tenant Improvement Costs and the written approval of the Tenant Improvement
Construction Documents by Tenant, Landlord shall give final approval of the same
within five (5) Working Days after receipt of request from Tenant, and Tenant
shall be authorized to proceed with contracting with Contractor for the
construction and installation of the Tenant Improvements in accordance with the
Tenant Improvement Construction Documents upon receipt of Landlord's
approval.

     

    Section
3.02  Acceptance of Premises.

     

    A.           The
Premises are delivered to the Tenant "AS IS, WHERE IS, WITH ALL FAULTS" and
without any warranty or representation whatsoever, except as otherwise expressly
provided in Paragraph 4 of this Third Amendment.

     

    B.           Tenant
hereby acknowledges that Landlord has submitted to Tenant the current "as built"
plans for the Premises.

     

    
      	
               
      

            	
              Section
      3.03  Construction of Tenant
  Improvements.

            


    

     

    A.           Tenant
shall enter into a Construction Contract with Contractor to construct the Tenant
Improvements, which Construction Contract shall be subject to Landlord's
approval, not to be unreasonably withheld, conditioned or delayed.

     

    B.           All
Tenant Improvements shall be constructed and installed by the Contractor;
provided, however, that the general contractor selected by Tenant to be the
Contractor and all subcontractors shall be subject to the prior approval of
Landlord, such approval not to be unreasonably withheld, conditioned or delayed.
Notwithstanding anything in this Work Agreement to the contrary, Tenant shall
use either Barrett, Woodyard & Associates, Inc. or HESM&A, Inc. to
perform all mechanical, electrical and plumbing work.

     

    C.           Tenant
shall construct the Tenant Improvements, at its sole cost and expense (subject
to payment of Allowance as hereinafter provided), in accordance with the Tenant
Improvement Construction Documents  (and any changes thereto approved
by Landlord) and in accordance with the following requirements:

     

    
      	
               
      

            	
              1.

            	
              All
      Tenant Improvements shall be constructed and installed in compliance with
      all applicable governmental codes, laws, ordinances, orders and
      regulations and otherwise in accordance with the Tenant Improvement
      Construction Documents. If any Tenant Improvements are required to meet
      any applicable governmental codes, laws, ordinances, orders, or
      regulations, Tenant, and not Landlord, shall be responsible for assuring
      that each and every aspect of the Tenant Improvement Construction
      Documents comply and conform with all applicable governmental laws, codes,
      laws, ordinances, orders, and regulations; and approval by Landlord of
      such Tenant Improvement Construction Documents shall not be deemed
      Landlord's confirmation or agreement that same so comply or conform with
      such laws, codes or regulations or otherwise constitute a representation
      or warranty by Landlord of any kind with respect to the improvements to be
      constructed pursuant to the Tenant Improvement Construction Documents,
      including, without limitation as to the merchantability or structural
      soundness of such improvements or the fitness thereof for any particular
      purpose.

            


    

     

    
      	
               
      

            	
              2.

            	
              In
      connection with the construction of the Tenant Improvements, if required
      to meet any applicable governmental codes, laws, ordinances, orders, or
      regulations, Tenant shall file all drawings, plans and specifications, pay
      all fees and obtain all permits and applications from any authorities
      having jurisdiction; and Tenant shall obtain a Certificate of Occupancy
      and any and all other approvals required for Tenant to use and occupy the
      Premises and to open for business to the public.  Copies of all
      permits, certificates and approvals shall be forwarded to Landlord
      promptly after receipt by Tenant.  Tenant shall be responsible
      for conformance with all codes and ordinances of authorities having
      jurisdiction over the Tenant
Improvements.

            


    

     

    
      	
               
      

            	
              3.

            	
              [Intentionally
      omitted].

            


    

     

    
      	
               
      

            	
              4.

            	
              Tenant
      and the Contractor shall be required to provide, in addition to the
      insurance required of Tenant pursuant to the Lease, the following types of
      insurance:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Liability
      Insurance.  At all times during the period of
      construction of the Tenant Improvements until completion and final
      acceptance thereof, the Contractor shall maintain in effect comprehensive
      general liability insurance covering all activities in or about the
      Premises in amounts not less than $1,000,000 per occurrence for bodily
      injury and for property damage, together with umbrella liability coverage
      in an amount not less than $5,000,000.  Such liability insurance
      shall be on a comprehensive basis
including:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Premises
      - Operations (including X-C-U);

            


    

     

    (b)           Independent
contractors protection;

     

    
      	
               
      

            	
              (c)

            	
              Products
      and completed operations (which must be maintained for two (2) years
      commencing with the issuance of the final certificate of
      payment);

            


    

    


    (d)           Contractual
liability;

     

    (e)           Owned,
non-owned and hired motor vehicles; and

     

    (f)           Broad
form coverage for property damage.

     

    Should
the Contractor engage a subcontractor, the same requirement will apply under
this agreement to each subcontract, consistent with the Contractor's prudent
business practice.

     

    
      	
               
      

            	
              (2)

            	
              Workers'
      Compensation.  At all times during the period of
      construction of Tenant's Work, Tenant's contractors and subcontractors
      shall maintain in effect statutory Workers' Compensation as required by
      the State of Georgia or local county or municipality having
      jurisdiction.

            


    

     

    All
insurance policies procured and maintained pursuant to this Section 3.03 shall
name Landlord and any lender of Landlord as additional insureds, shall be
carried with companies licensed to do business in the State of Georgia
reasonably satisfactory to Landlord and shall be non-cancellable except after
thirty (30) days [ten (10) days in the case of cancellation for non-payment of
premiums] written notice to Landlord.  Such policies or duly executed
certificates of insurance with respect thereto shall be delivered to Landlord
before the commencement of the Tenant Improvements, and renewals thereof as
required shall be delivered to Landlord at least thirty (30) days prior to the
expiration of each respective policy term.

     

    
      	
               
      

            	
              5.

            	
              Tenant
      and Landlord shall coordinate the Tenant Improvements and other work being
      performed by Landlord in the Building, one with another, and with work
      being performed by other tenants in the Building, so that the Tenant
      Improvement work will not interfere with or delay the completion of any
      other construction work in the Building.  Tenant shall conduct
      its work in such a manner as to maintain harmonious labor relations, and
      the Contractor and subcontractors engaged by Tenant shall employ persons
      and means to insure so far as may be possible that the progress of work or
      other work in the Building will not be stopped due to interruption on
      account of strikes, work stoppage or similar causes for
    delay.

            


    

     

    
      	
               
      

            	
              6.

            	
              No
      item that would exceed the load bearing capacity of the Building shall be
      mounted or hung from the interior of the Building in which the Premises is
      located by Tenant without Landlord's prior written approval.  If
      Tenant desires to mount or hang anything of this nature, Tenant shall
      notify Landlord of the loads involved and shall pay all costs involved to
      modify the structure, if required, following Landlord's review and
      approval thereof.

            


    

     

    
      	
               
      

            	
              7.

            	
              During
      the prosecution of the Tenant Improvements, Tenant shall permit Landlord
      and Landlord's employees, agents or contractors to install, maintain,
      repair and replace in the ceiling space and/or under the concrete slab,
      adjacent to or within demising partitions and free-standing columns,
      electrical, water or other lines and/or ducts that may be required to
      service the common areas or other tenants of the
  Building.

            


    

     

    
      	
               
      

            	
              8.

            	
              It
      shall be Tenant's responsibility to cause each of Tenant's contractors or
      subcontractors to (i) maintain continuous protection of any premises and
      common areas adjacent to the Premises in such manner (including the use of
      lights, guard rails and barricades and dustproof partitions where
      required) as to prevent any injury to persons or damage to the Building or
      any improvements therein or systems thereof by reason of the performance
      of Tenant's work and (ii) secure all parts of Tenant's work against
      accidents, storms and all other
hazards.

            


    

     

    
      	
               
      

            	
              9.

            	
              Contractors
      and/or subcontractors participating in the Tenant Improvements shall be
      required to remove and dispose of, at no cost and expense to Landlord, all
      debris and rubbish caused by or resulting from Tenant's work and, upon
      completion, to remove all temporary structures, surplus materials, debris
      and rubbish of whatever kind remaining on any part of the Premises or in
      proximity thereto which was brought in or created in the performance of
      the Tenant Improvements.  If at any time Tenant, its contractors
      and/or subcontractors shall neglect, refuse or fail to remove any debris,
      rubbish, surplus materials or temporary structures, Landlord, after notice
      to Tenant and Tenant's failure to cure within ten (10) days after
      receiving such notice, at its option may remove the same at Tenant's
      expense, without further notice to Tenant.  Tenant shall pay for
      all costs of such trash removal.

            


    

     

    
      	
               
      

            	
              10.

            	
              Tenant
      and its contractors and subcontractors shall use only the Premises and
      other portions of the Building reasonably necessary for the completion of
      the Tenant Improvements.  Entry into areas unrelated to the
      completion of the Tenant Improvements is prohibited.  Use of
      passenger elevators by construction personnel is
    prohibited.

            


    

     

    
      	
               
      

            	
              11.

            	
              The
      Contractor shall guarantee that the work done by it and its subcontractors
      will be free from any defects in workmanship and materials for a period of
      not less than one (1) year from the date of completion
      thereof.  This guarantee as to materials and workmanship with
      respect to the Tenant Improvements shall be contained in the contract
      which shall provide that said guarantee shall inure to the benefit of both
      Landlord and Tenant and shall be directly enforceable by either of
      them.  Tenant covenants to give to Landlord any assignment or
      other assurance necessary to effect such right of direct
      enforcement.

            


    

     

    
      	
               
      

            	
              12.

            	
              Any
      approval or consent by Landlord shall in no way obligate Landlord in any
      manner whatsoever in respect of the finished product designed and/or
      constructed by Tenant.  Any deficiency in design or
      construction, although same had prior approval of Landlord, shall be
      solely the responsibility of Tenant. All material and equipment furnished
      by Tenant shall be new or like-new and all work shall be done in a
      workmanlike manner.

            


    

     

    
      	
               
      

            	
              13.

            	
              Tenant's
      access to the Premises for the purpose of completing the Tenant
      Improvements shall at all times be subject to the reasonable control and
      reasonable restrictions of Landlord and to all of the terms, covenants,
      provisions and conditions of the Lease, as amended by the Third
      Amendment.  Landlord shall not be liable in any way for any
      injury, loss, or damage which may occur to any of the Tenant Improvements
      or other installations for the space in which such improvements are made,
      the same being solely at Tenant's risk, unless such injury, loss, or
      damage is caused by the gross negligence or willful misconduct of Landlord
      or its employees, agents, or
contractors.

            


    

     

    
      	
               
      

            	
              14.

            	
              All
      acts of any Tenant's Contractor, subcontractor or supplier are the
      responsibility of Tenant, and any damage of any nature caused by Tenant or
      its contractors, subcontractors or suppliers will be governed by Tenant's
      indemnity clause in the Lease, as amended by the Third
      Amendment.

            


    

     

    D.           Tenant
is not authorized to contract for or on behalf of Landlord for work on or the
furnishing of materials to the Premises or any other part of the
Building.  Tenant shall discharge of record by bond or otherwise
within ten (10) days following the filing thereof any mechanic's, materialman's,
or similar lien filed against the Premises or the Building for work or materials
claimed to have been furnished to or for the benefit of Tenant and/or the
Premises.  If Tenant shall fail to cause such lien or claim of lien to
be so discharged or bonded within such period, in addition to any other right or
remedy it may have, Landlord may, but shall not be obligated to, discharge the
same by paying the amount claimed to be due or by procuring the discharge of
such lien or claim by deposit in court or bonding, and in any such event,
Landlord shall be entitled, if Landlord so elects, to compel the prosecution of
any action for the foreclosure of such lien or claim by the lienor or claimant
and to pay the amount of the judgment, if any, in favor of the lienor, with
interest, costs, and allowances.  Tenant shall pay as additional
rental on demand from time to time any sum or sums so paid by Landlord and all
costs and expenses incurred by Landlord, including, but not limited to,
attorneys' fees in processing such discharge or in defending any such
action.  Without limiting the foregoing, Landlord shall also have the
right, at its option, to offset any amount so owed by Tenant to Landlord against
undisbursed portions of the Allowance.  Further, Tenant agrees to
indemnify and hold Landlord harmless from and defend Landlord against any and
all claims or liability for any injury or death to any person or damage to any
property whatsoever arising from any work or thing whatsoever done by or
benefitting Tenant in or about  the Premises or from any breach or event of
default on the part of Tenant in the performance of any covenant or agreement on
the part of Tenant to be performed pursuant to the terms of the Lease, as
amended by the Third Amendment, except to the extent caused by the negligence of
Landlord, its employees, agents, or contractors.

     

    E.           Landlord
shall not have any responsibility whatsoever for any defects in the Tenant
Improvements.

     

    Section
3.04  Changes in Plans and Specifications

     

    A.           If
at any time after the Tenant Improvement Costs are determined, Tenant desires to
make Change Orders, Tenant shall submit to Landlord for approval working
drawings and specifications for any and all such desired Change
Order.  Landlord shall respond to Tenant, within five (5) Working Days
of such request by Tenant.  If Landlord fails to respond to such
Change Orders within such five (5) Working Day period, Tenant shall be entitled
to submit a written notice to Landlord, which notice, in order to be effective,
must contain  the following provision (IN ALL CAPITAL LETTERS) at the
top thereof: "ATTENTION!! THIS IS A NOTICE UNDER THE WORK AGREEMENT DESCRIBED
HEREIN. FAILURE TO RESPOND WITHIN FIVE (5) WORKING DAYS AFTER YOUR RECEIPT OF
THIS NOTICE WILL CONSTITUTE A DEEMED ACCEPTANCE OF THE CHANGE ORDERS HEREIN
DESCRIBED." If such notice is effectively given, any failure by Landlord to
notify Tenant of its consent or comments to the Change Orders in writing within
five (5) Working Days after Landlord's receipt of such  notice shall
be deemed an acceptance of the proposed Change Orders presented in Tenant's
notice.  If the Change Order has been approved by Landlord, all
references in this Work Agreement to the "Tenant Improvement Construction
Documents" shall be to the Tenant Improvement Construction Documents, as changed
pursuant to this Section 3.04, and all references to "Tenant Improvement Costs"
shall include the net aggregate approved cost for the Change Orders determined
in this Section 3.04.

     

    B.           If
the Change Order and the costs therefor have been approved by
Landlord,  Landlord shall have given authorization to Tenant to cause
Contractor to proceed with the work of constructing the Tenant Improvements in
accordance with the Tenant Improvement Construction Documents as so modified;
provided that any changes required by Tenant which constitute a material
deviation from the previously approved Tenant Improvement Construction Documents
shall be effective only after the approval of Landlord, not to be unreasonably
withheld or delayed.

     

    C.           Notwithstanding
the foregoing contained in this Section 3.04, Tenant shall have the right to
make cosmetic changes to the Tenant Space Plans or the Tenant Improvement
Construction Documents, without the necessity of obtaining Landlord's approval,
provided that in each instance (i) the change is not related to any mechanical,
electrical, plumbing, or structural elements of the Building, (ii) the items
subject to such change are not visible from outside of the Premises, (iii) the
change does not pertain to a physical change in the construction of the Tenant
Improvements such as the relocation of demising walls, and (iv) the change is
not a deviation from the Building Standard Materials.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Section
3.05  Completion of Premises

     

    A.           Tenant,
at Tenant's sole cost and expense, shall complete the Tenant Improvements in all
respects in accordance with the Tenant Improvement Construction
Documents.  The Tenant Improvements shall be deemed completed after
Tenant shall have delivered to Landlord:

     

    
      	
               
      

            	
              a.

            	
              Evidence
      satisfactory to Landlord that all of the Tenant Improvements have been
      completed and paid for in full, that any and all liens therefor that have
      been or might be filed have been discharged of record (by payment, bond,
      order of a court of competent jurisdiction or otherwise) or waived, and
      that no security interests relating thereto are
    outstanding.

            


    

     

    
      	
               
      

            	
              b.

            	
              A
      temporary or permanent certificate of occupancy for the Premises issued by
      the City of Sandy Springs, Georgia which permits occupancy of the
      Premises, to the extent required by the City of Sandy Springs, Georgia for
      such Tenant Improvements.

            


    

     

    
      	
               
      

            	
              c.

            	
              If
      the Tenant Improvements include more than painting and carpeting, two (2)
      sets of sepia mylar transparent reproducible "as built" drawings of the
      Premises.

            


    

     

    
      	
               
      

            	
              d.

            	
              A
      certificate from Tenant's Architect or any other person or persons
      suitable to Landlord certifying that all work performed in the Premises is
      in accordance with the Tenant Improvement Construction Documents, the
      Lease, as amended by the Third Amendment, and all applicable laws,
      ordinances and codes.

            


    

     

    
      	
               
      

            	
              e.

            	
              If
      the Tenant Improvements affects or involves the sprinkler system,
      verification that sprinkler installation is in accordance with the
      requirements of the State of Georgia, local agencies, and Landlord's
      insurance underwriter, a final affidavit and lien waiver in form
      satisfactory to Landlord executed by the
  Contractor.

            


    

     

    ARTICLE
4.  CODE
COMPLIANCE:

     

    A.           Tenant
shall have responsibility for preparation of the Tenant Improvement Construction
Documents  that are in compliance with all applicable governmental
requirements relating to construction and the intended use of the
Premises.  After Landlord's approval of the Tenant Improvement
Construction Documents, Tenant or its contractor shall submit said plans and
specifications to all governmental authorities having or exercising jurisdiction
over the work described in the Tenant Improvement Construction Documents
 for purposes of obtaining all necessary approvals thereto, including, but
not limited to building permits.  Any changes which are required to be
made to the Tenant Improvement Construction Documents  by any such
governmental authority shall be subject to Landlord's approval which shall not
be unreasonably withheld.  Tenant shall bear all expenses in
connection with such submittal to governmental authorities and obtaining such
permits.

     

    B.           If
Tenant is unable obtain a building permit or occupancy permit from applicable
governmental agencies due to the Tenant Improvements causing the Common Areas
(other than restrooms) to not be in compliance with the governing ordinances and
codes, then Tenant shall first be obligated to modify the Tenant Improvement
Construction Documents  for the Premises, subject to Landlord's approval,
in order to overcome the objection or objections raised by the permitting
authorities.  If, however, such objection or objections cannot be
resolved by a re-design of the Premises due to non-compliance of the Common
Areas of the Building with applicable codes, as then enforced, then Landlord
shall, within fifteen (15) days of notice thereof from Tenant, commence with
correction of any such deficiencies, at Tenant's sole cost and
expense.

     

    ARTICLE
5.  PAYMENT OF COSTS

     

    Section
5.01  Allowance for Tenant Improvement Costs

     

    A.           Landlord
shall pay the Tenant Improvement Costs up to, but not in excess of, the
Allowance.  The Allowance is applicable to the Tenant
Improvements.  Once the full amount of the Allowance has been advanced
by Landlord, Landlord shall have no further obligation to fund any further
amount to or on behalf of Tenant respecting the Tenant Improvements or any other
improvements to the Premises.

     

    B.           Landlord
agrees to disburse portions of the Allowance to Tenant within thirty (30) days
after application by Tenant from time to time, subject to and in accordance with
the terms and conditions of this Section 5.01. Landlord shall be entitled to
withhold a ten percent (10%) retainage until Tenant has complied with the
requirements of Section 3 above. With each request for payment of a portion of
the Allowance, Tenant shall submit (i) a true and correct copy of the
application for payment by the Contractor for the Tenant Improvements completed
to date, including contractor's affidavits and sworn statements evidencing the
cost of the Tenant Improvements performed to date with supporting documentation;
(ii) partial or final lien waivers with respect to work performed or materials
supplied to date in a form approved by Landlord (which approval shall not be
unreasonably withheld or delayed); (iii) certification from Tenant and Tenant's
Architect to Landlord that the amounts set forth in all contractors' sworn
statements are owed to the Contractor for work performed to date and that the
Tenant Improvements related thereto has been completed and installed in
accordance with the Tenant Improvement Construction Documents; (iv) evidence
satisfactory to Landlord that no filings pursuant to O.C.G.A. §44-14-361, et seq have been filed
and remain in effect against the Building with respect to the Tenant
Improvements; (v) if required by Landlord, delivery of an endorsement to the
title insurance policy of Landlord, at Landlord's cost, acknowledging no
additional title change or exception objectionable to Landlord attributable to
the Tenant Improvements; (vi) delivery of evidence reasonably satisfactory
to Landlord that all of the work or materials for which disbursement has been
requested have been installed in the Premises as required by the applicable
contract documents and that the same are free and clear of all liens, title
retention agreements and security interests whatsoever; (vii) delivery of
evidence reasonably satisfactory to Landlord that all governmental requirements
required to be satisfied by Tenant in connection with the improvements to the
Premises as of the date of the disbursement with respect to the Premises have
been satisfied.  Landlord shall disburse any retainage held by
Landlord upon satisfaction of (A) the foregoing requirements in connection with
Tenant's final draw request and (B) the requirements of Section 3
above.

     

    Section
5.02  Tenant's Costs

     

    Tenant
shall pay Tenant's Costs, including:

     

    
      	
              1.

            	
              Tenant
      Improvement Costs (if any) in excess of the
  Allowance;

            


    

     

    
      	
              2.

            	
              The
      cost of preparing and finalizing all drawings and specifications, and all
      fees for architects, engineers, interior designers, and other
      professionals and design specialists incurred by Landlord or Tenant in
      connection with the Tenant Improvements and may be funded out of the
      Allowance, to the extent available;

            


    

     

    
      	
              3.

            	
              A
      construction supervision fee equal to two percent (2%) of the hard
      construction costs associated with the Tenant
      Improvements.  Such fee shall be paid to Landlord or Landlord's
      designated agent, and may be funded out of the Allowance, to the extent
      available.

            


    

     

    Section 5.03 Payment of
Tenant's Costs

     

    Tenant
shall pay to Landlord a prorata portion of the construction supervision fee with
each draw request based on the hard construction costs
completed.  Failure by Tenant to pay Tenant's Costs in accordance with
this Article 5 will constitute a failure by Tenant to pay Rent when due under
the Lease, as amended by the Third Amendment.

     

    ARTICLE 6. DESIGNATION OF
REPRESENTATIVES

     

    Section 6.01 Landlord's
Agent

     

    Landlord
hereby designates Bernard
Lee to act as its authorized representative on this Work
Agreement.  Any response from such person under this Work Agreement
shall be the response of Landlord.

     

    Section 6.02 Tenant's
Agent

     

    Tenant
hereby designates Chrissy
Paul to act as its authorized representative on this Work
Agreement.  Any response from such person under this Work Agreement
shall be the response of Tenant.

     

    Section 6.03 Mutual
Cooperation

     

    Landlord's
Agent and Tenant's Agent shall cooperate with one another in coordinating
Substantial Completion of Tenant's Work, and in controlling and minimizing the
time and costs of the Tenant Improvements and Tenant Work.

     

    ARTICLE 7.  ADA
COMPLIANCE

     

    Section 7.01
Building

     

    Tenant
shall not be obligated to pay for Base Building compliance with the American's
with Disability Act ("ADA"), unless such compliance arises out of Tenant's
specific use of the Premises and the Building or the Tenant
Improvements.

     

    Section 7.02 Tenant's
Improvements

     

    Tenant
Improvements shall be and Tenant shall cause the Tenant Space Plan to be in
compliance with the ADA, to the extent the ADA requirements are applicable and
mandatory and are not voluntary (but not mandatory) for such Tenant
Improvements.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
C-3

     

    EXPANSION
SPACE

     

    [Missing Graphic Reference]