SIMMONS CO /GA/
EXHIBIT 10.1.2
<DOCUMENT>
<TYPE>EX-10.1.2
<SEQUENCE>3
<FILENAME>l84515aex10-1_2.txt
<DESCRIPTION>EXHIBIT 10.1.2
<TEXT>

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                                                                 Exhibit 10.1.2


                            FIRST AMENDMENT TO LEASE

         THIS FIRST AMENDMENT TO LEASE (this "Amendment"), made and entered
into as of the _____ day of July, 2000, by and between CONCOURSE I, LTD., a
Georgia limited partnership ("Landlord"), and SIMMONS COMPANY, a Delaware
corporation ("Tenant");

                          W I T N E S S E T H   T H A T:

         WHEREAS, Landlord and Tenant entered into that certain Lease Agreement
(the "Lease") dated April 20, 2000 (the "Effective Date"), for certain premises
in the building located at One Concourse Parkway, Atlanta, Georgia 30328 (the
"Building"), consisting of approximately 43,080 rentable square feet of space
(the "Premises");

         WHEREAS, Landlord and Tenant agree to expand the size of the Premises
and evidence such expansion by means of this Amendment;

         NOW THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the Lease is hereby amended and
the parties hereto do hereby agree as follows:

         1.       EXPANSION OF PREMISES. Tenant shall lease from Landlord an
                  additional 5,965 rentable square feet of space on the 7th
                  floor of the Building, as shown on EXHIBIT "A" attached
                  hereto and by this reference made a part hereof ("Expansion
                  Space"), increasing the rentable square feet of the portion
                  of the Premises on the seventh floor to 11,685, and the total
                  rentable square feet of space in the Premises to 49,045. The
                  foregoing expansion shall be effective on the Effective Date.
                  Tenant's Share shall be increased to reflect such expansion.

         2.       PART OF PREMISES. As of the Effective Date, the Expansion
                  Space shall be part of the Premises for all purposes under
                  the Lease, including, without limitation, for purposes of the
                  Commencement Date and delivery of the Premises.

         3.       RENAMING SEVENTH FLOOR PREMISES. The parties hereto agree
                  that notwithstanding anything set forth in this Lease to the
                  contrary, the portion of the Premises located on the seventh
                  (7th) floor of the Building shall be renamed and shall
                  hereinafter be known as "Suite 770." Tenant's remaining
                  Premises shall continue to be referenced as set forth in the
                  Lease.



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4.       RENT.  Annual Rent and Monthly Rent are hereby adjusted as follows:

                        Monthly Rental
             Lease       Per Rentable
             Year          Sq. Foot          Annual Rental       Monthly Rental
             ----          --------          -------------       --------------
               1            $21.50           $1,054,467.50         $87,872.29
               2            $22.50            1,103,512.50          91,959.38
               3            $23.50            1,152,557.50          96,046.46
               4            $24.58            1,205,526.10         100,460.51
               5            $25.71            1,260,946.95         105,078.91
               6            $26.89            1,318,820.05         109,901.67
               7            $28.13            1,379,635.85         114,969.65
               8            $29.42            1,442,903.90         120,241.99
               9            $30.78            1,509,605.10         125,800.43
              10            $32.19            1,578,758.55         131,563.21
              11            $33.67            1,651,345.15         137,612.10

5.       RIGHT OF FIRST REFUSAL. Tenant acknowledges and agrees that it was
         offered approximately 8,239 rentable square feet of the First Offer
         Space ("Offered Space") by Landlord, and that it elected to take only
         that portion of the Offered Space which represents the Expansion
         Space, therefore, Landlord shall have the right to lease the remainder
         of the Offered Space to any third party in accordance with the
         provisions of Special Stipulation 1, subsection (iii) of the Lease.

6.       CONSTRUCTION SCHEDULE FOR PREMISES. The following shall be substituted
         for Subparagraphs 1 - 9 of Section 2.01 of EXHIBIT "C" to the Lease:

         "1.      On or before July 19, 2000, Tenant's Architect shall have
                  submitted to the applicable governmental authorities for
                  permitting preliminary the Tenant Improvement Construction
                  Documents which were prepared for pricing the Tenant
                  Improvements.

         2.       On or before July 19, 2000, Tenant's Architect shall have
                  submitted to Landlord the final Tenant Space Plans in the
                  form approved by Landlord.

         3.       On or before July 26, 2000, Tenant's Architect shall prepare
                  and deliver to Landlord the prepared Tenant Improvement
                  Construction Documents.

         4.       By the end of the second (2nd) full Working Day after receipt
                  of the Tenant Improvement Construction Documents, Landlord
                  shall review and resubmit the same to Tenant's Architect,
                  either with Landlord's consent or comments thereto.

         5.       By the end of the second (2nd) full Working Day after receipt
                  of Landlord's comments to the Tenant Improvement Construction
                  Documents, Tenant's





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                  Architect shall resubmit to Landlord the Tenant Improvement
                  Construction Documents with such changes or information as
                  requested by Landlord.

         6.       The process described in Section 2.01(4) and (5) shall
                  continue until final approval by Landlord and Tenant and such
                  documents shall constitute the final Tenant Improvement
                  Construction Documents.

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

7.       BROKERS. Tenant represents and warrants to Landlord that neither it
         nor its officers or agents nor anyone acting on its behalf has dealt
         with any real estate broker other than Hines Properties, Inc. who
         represented Landlord, and Julien J. Studley, Inc. who represented
         Tenant in the negotiating or making of this Amendment, and Tenant
         agrees to indemnify and hold Landlord, its agents, employees,
         partners, directors, shareholders and independent contractors harmless
         from all liabilities, costs, demands, judgments, settlements, claims,
         and losses, including reasonable attorneys' fees and costs, incurred
         by Landlord in conjunction with any such claim or claims of any other
         broker or brokers claiming to have interested Tenant in the Building
         or Premises or claiming to have caused Tenant to enter into this
         Amendment.

8.       NO DEFAULT. Tenant hereby agrees that there are, as of the date
         hereof, regardless of the giving of notice or the passage of time, or
         both, no defaults or breaches on the part of Landlord or Tenant under
         the Lease.

9.       CAPITALIZED TERMS. All capitalized terms used herein and not otherwise
         defined herein shall have the meanings ascribed to them in the Lease.

10.      ENTIRE AGREEMENT. This Amendment represents the entire agreement
         between the parties hereto. Landlord and Tenant agree that there are
         no collateral or oral agreements or understandings between them with
         respect to the Premises or the Building. This Amendment supersedes all
         prior negotiations, agreements, letters or other statements with
         respect to Tenant's expansion and renewal of the Premises.



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         EXCEPT AS expressly amended and modified hereby, the Lease shall
otherwise remain in full force and effect, the parties hereto hereby ratifying
and confirming the same. To the extent of any inconsistency between the Lease
and this Amendment, the terms of this Amendment shall control.



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         IN WITNESS WHEREOF, the undersigned parties have duly executed this
Amendment as of the day and year first above written.

TENANT:                     LANDLORD:

SIMMONS COMPANY,            CONCOURSE I, LTD., a Georgia limited
a Delaware corporation      partnership

By: /s/ William S. Creekmuir
    ---------------------------------
Name: William S. Creekmuir
      -------------------------------
Title: Executive Vice President & CFO
       ------------------------------

                            By:   National Office Partners Limited Partnership,
                                  a Texas limited partnership, as agent and
                                  authorized representative for CALPERS, as the
                                  sole general partner of Concourse II, Ltd.

                                  By:   Hines Fund Management, L.L.C., a
                                        Delaware limited ability company,
                                        general partner

                                        By:    Hines Interest Limited
                                               Partnership, a Delaware
                                               limited partnership

                                        By:    Hines Holdings, Inc., a Texas
                                               corporation, its general
                                               partner

                                         By: /s/ Daniel MacEachron
                                             -----------------------------------
                                         Name: Daniel MacEachron
                                               ---------------------------------
                                         Its: Vice President
                                              ----------------------------------















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                                  EXHIBIT "A"

                             SUITE 770, AS EXPANDED
                             ----------------------

                     [To be provided by Management Company]







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