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 6

THIS SUPPLEMENTAL DECLARATION is made this ____ day of August, 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 additional property described on Exhibit "B" of the Declaration to the terms of the Declaration and/or impose additional covenants and easements on such property; 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, Declarant desires to submit the Additional Property to the terms of the Declaration and to assign such property to a newly-created neighborhood to be known as "Neighborhood 6"; and

WHEREAS, Declarant is the owner of the Additional Property;

NOW, THEREFORE, pursuant to the powers retained by Declarant under the Declaration, Declarant hereby subjects the real property described on Exhibit "A" hereof to the provisions of the Declaration and this Supplemental Declaration, which shall apply to such property in addition to the provisions of the Declaration. Such property shall be 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., a Georgia nonprofit corporation (the "Association") 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
Neighborhood Designation

The Additional Property is hereby assigned to the newly created neighborhood to be known as "Neighborhood 6." In addition to the Additional Property, other property may be added to Neighborhood 6 in the future in accordance with Section 6.4(a) of the Declaration.

ARTICLE III
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 IV
Amendment
4.1. 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.
4.2. 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.
4.3. 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 August, 2000, in the presence of:

__________________________________
WITNESS

__________________________________
NOTARY PUBLIC
4916/Bentwater/CADocs
EXHIBIT A

Additional Property


Neighborhood 6:

TRACT ONE

All that tract or parcel of land situate lying and being in Land Lots 404, 405, 406, 407, 459 and 460, 3rd District, 3rd Section, Paulding County, Georgia, being more particularly bounded and described as follows:

TO LOCATE THE POINT OF BEGINNING commence at a one-inch open top pipe found at the land lot corner common to Land Lots 388, 389, 404, and 405 said district, section and county and running thence along the land lot line common to Land Lots 404 and 405 South 01° 04' 31" West 1051.99 feet to a point, being the POINT OF BEGINNING; thence continuing along said land lot line South 01° 04' 31" West 20.52 feet to a #4 rebar found; thence leaving said land lot line and running South 89° 39' 46" East 247.45 feet to a point; thence South 89° 40' 46" East 579.09 feet to a #4 rebar found on the southwesterly right-of-way line of Harmony Grove Church Road (60-foot right-of-way); thence along said right-of-way the following courses and distances: along the arc of a 455.69-foot radius curve to the left an arc distance of 147.79 feet to a point (said arc being subtended by a chord bearing South 18° 34' 28" East a chord distance of 147.14 feet); South 27° 51' 42" East 125.88 feet to a #4 rebar found; thence leaving said right-of-way and running North 89° 39' 54" West 936.85 feet to a one-inch rod on the land lot line common to Land Lots 460 and 461, said district, section and county; thence along said land lot line South 01° 09' 03" West 216.53 feet to a point; thence leaving said land lot line and running North 88° 50' 57" West 101.81 feet to a point; thence North 46° 29' 25" West 180.00 feet to a point; thence along the arc of a 211.96-foot radius curve to the right an arc distance of 42.16 feet to a point (said arc being subtended by a chord bearing South 49° 12' 26" West a chord distance of 42.09 feet); thence North 52° 00' West 220.47 feet to a point; thence North 83° 24' West 157.52 feet to a point; thence South 87° 54' West 75.49 feet to a point; thence South 78° 48' West 165.13 feet to a point; thence South 57° 06' West 366.32 feet to a point; thence North 32° 54' West 160.00 feet to a point; thence North 75° 24' 38" West 81.39 feet to a point; thence North 32° 54' West 115. 83 feet to a point; thence South 79° 00' West 91.61 feet to a point; thence South 57° 06' West 206.68 feet to a point; thence South 34° 12' West 119.29 feet to a point; thence North 59° 48' 46" West 160.66 feet to a point; thence South 89° 17' 45" West 76.81 feet to a point; thence North 51° 30' West 151.89 feet to a point; thence South 50° 18' West 79.55 feet to a point; thence North 43° 30' West 140.70 feet to a point; thence North 81° 52' 03" West 76.53 feet to a point; thence North 43° 30' West 136.42 feet to a point; thence South 43° 06' 33" West 58.52 feet to a point; thence North 61° 48' West 170.39 feet to a point; thence North 78° 50' 37" West 114.22 feet to a point; thence South 80° 36' West 201.33 feet to a point; thence North 25° 50' 58" West 128.92 feet to a point; thence North 79° 59' 51" West 99.64 feet to a point; thence North 41° 59' 42" West 194.19 feet to a point in Little Pumpkin Vine Creek; thence the following courses and distances in Little Pumpkin Vine Creek: South 76° 54' West 25.90 feet to a point; North 21° 36' East 290.69 feet to a point; thence leaving said creek and continuing through the 100-year flood zone "AE" as shown on the hereinafter described survey North 74° 00' East 361.91 feet to a point; thence South 82° 54' East 178.25 feet to a point; thence along the arc of a 349.83-foot radius curve to the right an arc distance of 120.12 feet to a point (said arc being subtended by a chord bearing South 13° 33' 49" West a chord distance of 119.53 feet); thence South 48° 09' 54" East 63.25 feet to a point; thence South 23° 24' West 70.00 feet to a point; thence along the arc of a 165.75-foot radius curve to the left an arc distance of 30.00 feet to a point (said arc being subtended by a chord bearing South 18° 12' 53" West a chord distance of 29.96 feet); thence South 86° 54' East 189.29 feet to a point; thence North 04° 06' East 71.75 feet to a point; thence North 19° 00' East 171.38 feet to a point; thence North 38° 48' East 161.78 feet to a point; thence North 34° 10' 35" West 85.50 feet to a point; thence North 61° 36' East 98.40 feet to a point; thence North 88° 06' East 200.42 feet to a point; thence South 76° 06' East 337.32 feet to a point; thence North 84° 42' East 183.50 feet to a point; thence South 74° 12' East 175.72 feet to a point; thence South 54° 48' East 202. 37 feet to a point; thence South 12° 30' East 346.96 feet to a point; thence South 43° 42' East 265.50 feet to a point; thence North 46° 18' East 141.54 feet to a point; thence North 76° 33' 23" East 69.46 feet to a point; thence along the arc of a 201.11-foot radius curve to the right having an arc distance of 87.76 feet to a point (said arc being subtended by a chord bearing South 31° 11' 57" East a chord distance of 87.06 feet); thence North 46° 18' East 173.85 feet to a point; thence South 56° 34' 18" East 120.72 feet to a point; thence South 69° 12' East 253.50 feet to a point; thence South 88° 54' East 195.12 feet to the TRUE POINT OF BEGINNING.

Said tract containing 52.47 acre, more or less, and being designated as TRACT ONE, on that certain Survey for TEMCO Associates dated February 21, 2000 prepared by Gaskins Surveying Company, bearing the seal and certification of John C. Gaskins, Georgia Registered Land Surveyor #2060, said Survey being incorporated herein by this reference.

Cousins & Temco Associates