Prepared by and, upon recording, please return to:
David A. Herrigel, Esq.
Hyatt & Stubblefield, P.C.
225 Peachtree Street, Suite 1200
Atlanta, Georgia 30303

STATE OF GEORGIA Reference to Declaration: Deed Book 830
COUNTY OF PAULDING Page 586

SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR BENTWATER

NEIGHBORHOOD 7

THIS SUPPLEMENTAL DECLARATION is made this ____ day of ___________, 2000, by Temco Associates, a joint venture comprised of Cousins Real Estate Corporation and Temple-Inland Realty, Inc. ("Declarant").

W I T N E S S E T H

WHEREAS, on November 22, 1999, Declarant recorded that certain Declaration of Covenants, Conditions, and Restrictions for Bentwater in Deed Book 830, Page 586 et seq., of the Office of the Clerk of the Superior Court of Paulding County, Georgia (as amended and as may be amended from time to time, the "Declaration"); and

WHEREAS, pursuant to the terms of Section 9.1 of the Declaration, Declarant may, with the consent of the owner thereof, submit all or any portion of the real property described on Exhibit "B" of the Declaration to the terms of the Declaration by recording a plat or a Supplemental Declaration describing the property being submitted; and

WHEREAS, the property described on Exhibit "A" of this Supplemental Declaration (the "Additional Property") is a portion of the property described on Exhibit "B" to the Declaration; and

WHEREAS, pursuant to Section 6.4(a) of the Declaration, any Supplemental Declaration may assign property to a new or existing Neighborhood (by name or other identifying designation); and

WHEREAS, the Additional Property previously was submitted to the terms of the Declaration by a plat Recorded in Plat Book 34, Pages 95 and 96, of the Paulding County land records; and

WHEREAS, Declarant desires to assign the Additional Property to a newly-created neighborhood to be known as "Neighborhood 7"; and

WHEREAS, Declarant is the owner of the Additional Property;

NOW, THEREFORE, pursuant to the powers retained by Declarant under the Declaration, Declarant hereby assigns the property described on Exhibit "A" hereto to the newly-created Neighborhood to be known as "Neighborhood 7." In addition to the Additional Property, other property may be added to Neighborhood 7 in the future in accordance with Section 6.4(a) of the Declaration.

The Additional Property shall be held, sold, transferred, used, conveyed, occupied, and mortgaged or otherwise encumbered pursuant to the provisions of this Supplemental Declaration and the Declaration, both of which shall run with the title to such property and shall be binding upon all persons having any right, title, or any interest in such property, their respective heirs, legal representatives, successors, successors-in-title, and assigns. The provisions of this Supplemental Declaration shall be binding upon Bentwater Homeowners Association, Inc., in accordance with the terms of the Declaration.

ARTICLE I
Definitions

The definitions set forth in Article II of the Declaration are incorporated herein by reference.

ARTICLE II
Archeological, Historical, and Cultural Sites

Declarant may designate certain areas within the Additional Property (including portions of Units) as areas of archeological, historical, or cultural significance (e.g., areas containing remains of Indian settlements). Such sites shall be subject to protection and restriction by the Association and no action shall be taken in disturbance of such sites without the written approval of the Association and Declarant, for so long as Declarant owns property described in Exhibits "A" or "B" of the Declaration. The Association may provide, or provide for, the maintenance, preservation, and protection of such sites as a Common Expense and may contract with, or otherwise cooperate with, one or more tax-exempt entities for the maintenance, preservation, and protection of such sites.

ARTICLE III
Amendment
3.1. By Declarant.

Until conveyance of the first Unit within the Additional Property to a Person other than a Builder, Declarant may unilaterally amend this Supplemental Declaration for any purpose. Thereafter, Declarant may unilaterally amend this Supplemental Declaration if such amendment is necessary (a) to bring any provision into compliance with any applicable governmental statute, rule, regulation, or judicial determination; (b) to enable any reputable title insurance company to issue title insurance coverage on the Units; (c) to enable any institutional or governmental lender, purchaser, insurer or guarantor of mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to make, purchase, insure or guarantee mortgage loans on the Units; or (d) to satisfy the requirements of any local, state or federal governmental agency. However, any such amendment shall not adversely affect the title to any Unit unless the Owner shall consent in writing.

In addition, so long as Declarant or any Declarant Affiliate owns any portion of the property described in Exhibit "B" to the Declaration for development or sale, it may unilaterally amend this Supplemental Declaration for any other purpose, provided the amendment has no material adverse effect upon any right of any Owner without such Owner's consent in writing.
3.2. By Owners.

Except as otherwise specifically provided above, this Supplemental Declaration may be amended only by the affirmative vote or written consent, or any combination thereof, of Owners of 75% of the Units within the Additional Property and, so long as Declarant owns any Unit within the Additional Property, the consent of Declarant. In addition, the consent of the Board of Directors of the Association shall be required.

Notwithstanding the above, no amendment under this Section shall be effective to withdraw the Additional Property from the coverage of this Supplemental Declaration or the Declaration, except as may otherwise be permitted under the Declaration.
3.3. Validity and Effective Date.

No amendment may remove, revoke, or modify any right or privilege of Declarant or the Class "B" Member without Declarant's written consent or the Class "B" Member, respectively (or the assignee of such right or privilege).

If an Owner consents to any amendment to this Supplemental Declaration, it will be conclusively presumed that such Owner has the authority to consent, and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment.

Any amendment shall become effective upon Recording, unless a later effective date is specified in the amendment. Any procedural challenge to an amendment must be made within six months of its Recordation or such amendment shall be presumed to have been validly adopted. In no event shall a change of conditions or circumstances operate to amend any provisions of this Supplemental Declaration.

IN WITNESS WHEREOF, the undersigned Declarant has executed this Supplemental Declaration the day and year first above written.

DECLARANT: TEMCO ASSOCIATES, a joint venture comprised of Cousins Real Estate Corporation and Temple-Inland Realty, Inc.

By: Cousins Real Estate Corporation, a Georgia corporation

By: ______________________________
Name: Bruce E. Smith
Its: President, Residential Division

Attest: ______________________________
Name: ______________________________
Its: ______________________________



Signed, sealed and delivered this ___ day
of __________, 2000, in the presence of:

__________________________________
WITNESS

__________________________________
NOTARY PUBLIC
4916/Bentwater/CADocs
EXHIBIT A

Additional Property


Neighborhood 7:

ALL THAT TRACT AND PARCEL OF LAND lying and being in Land Lots 171, 172, 189, 190, 243, 244, and 261, 3rd District, 3rd Section, Paulding County, Georgia, containing 75.37 acres and including Lots B1-B108 (inclusive), as more particularly described in that certain Final Plat of Bentwater Subdivision Unit B, prepared by Gaskins Surveying Co., dated September 7, 2000, and recorded on October 27, 2000 in Plat Book 34, Pages 95-96 with the Office of the Clerk of Superior Court of Paulding County, Georgia.