<PAGE>   1
                                                                    EXHIBIT 10.7

                          NEGOTIATED CONTRACT AGREEMENT

                                     BETWEEN

                         CRESCENT SLEEP PRODUCTS COMPANY

                                       AND

                        UNION OF NEEDLETRADES, INDUSTRIAL
                              AND TEXTILE EMPLOYEES

                                  AFL-CIO, CLC



                               As of March 1, 1999
<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
<S>                                                                   <C>
ARTICLE 1 - AGREEMENT...............................................   1

ARTICLE 2 - RECOGNITION.............................................   2

ARTICLE 3 - CHECKOFF................................................   3

ARTICLE 4 - UNION BULLETIN BOARD....................................   4

ARTICLE 5 - SENIORITY...............................................   5

ARTICLE 6 - LAY-OFF, RECALL, AND JOB BIDDING........................   6

ARTICLE 7 - TEMPORARY TRANSFER......................................   8

ARTICLE 8 - HOURS OF WORK AND OVERTIME..............................   9

ARTICLE 9 - REPORT IN PAY...........................................  11

ARTICLE 10 - GRIEVANCE PROCEDURE....................................  12

ARTICLE 11 - ARBITRATION............................................  14

ARTICLE 12 - DISCIPLINE AND DISCHARGE...............................  15

ARTICLE 13 - PLANT RULES AND DISCIPLINE.............................  16

ARTICLE 14 - ATTENDANCE POLICY......................................  17

ARTICLE 15 - NO STRIKE/NO LOCKOUT...................................  18

ARTICLE 16-- HOLIDAYS...............................................  20

ARTICLE 17 - VACATION...............................................  21

ARTICLE 18 - LEAVES OF ABSENCE......................................  22

ARTICLE 19 - BEREAVEMENT PAY........................................  24

ARTICLE 20 - JURY DUTY..............................................  25

ARTICLE 21 - MANAGEMENT RIGHTS CLAUSE...............................  26
</TABLE>


                                        i
<PAGE>   3
<TABLE>
<S>                                                                   <C>
ARTICLE 22 - PRODUCTION STANDARDS...................................  27

ARTICLE 23 - DOWNTIME...............................................  28

ARTICLE 24 - HEALTH AND SAFETY......................................  29

ARTICLE 25 - SUBSTANCE ABUSE POLICY.................................  30

ARTICLE 26 - NEW EMPLOYEE ORIENTATION...............................  32

ARTICLE 27 - HEALTH CARE INSURANCE..................................  33

ARTICLE 28 - DENTAL AND OPTICAL PLAN................................  35

ARTICLE 29 - RETIREMENT.............................................  36

ARTICLE 30 - CHRISTMAS BONUS........................................  37

ARTICLE 31 - SAFE DRIVING BONUS.....................................  38

ARTICLE 32 - WAGES AND CLASSIFICATIONS..............................  39

ARTICLE 33 - ZIPPER CLAUSE..........................................  40

ARTICLE 34 - BARGAINING UNIT WORK...................................  41

ARTICLE 35 - SEPARABILITY...........................................  42

ARTICLE 36 - TERM OF AGREEMENT......................................  43

Wage Scale..........................................................  Appendix A
</TABLE>


                                       ii
<PAGE>   4
                              ARTICLE 1 - AGREEMENT

This Agreement made and entered into on the I st day of March, 1999 by and
between Crescent Sleep Products Company located at Greensboro, North Carolina
(hereinafter called the "Company"), and the Union of Needletrades, Industrial
and Textile Employees (hereinafter called the "Union").

NOW, THEREFORE, in consideration of the mutual promises and obligations herein
assumed and contained, the parties agree as follows:
<PAGE>   5
                             ARTICLE 2 - RECOGNITION

Section A  The Company recognizes the Union as the exclusive collective
bargaining agency in all matters pertaining to wages, hours of employment, and
other working conditions for all full time and regular part-time production and
maintenance employees, including truck drivers and leadpersons employed by the
Employer at its Greensboro, North Carolina facility; excluding all office
clerical employees and guards, professional employees and supervisors as defined
by the Act.

Section B  The term "employee" or "employees," wherever used herein, means those
covered by this Agreement as defined in this Article.

Section C  The Company and the Union agree that the terms of this Agreement
shall be applied uniformly to all employees and that there shall be no
discrimination nor perpetuation of the effects of past discrimination, if any,
against any employee or prospective employee because of race, color, religion,
creed, sex, age, national origin, or handicap.

Section D  The Company and the Union agree they will not show favoritism toward
or prejudice against any employee or group of employees.

Section E  The Company agrees to provide the Union with any Company information
or record(s) whatsoever that are legally necessary to the Union's performance of
its duties as the collective bargaining agent of employees.


                                        2
<PAGE>   6
                              ARTICLE 3 - CHECKOFF

Section A  Upon the Union filing with the Personnel Office of a written request
for such deduction, signed by the individual employee, the Company will,
pursuant to its terms, during the full term of this Agreement and any extension
or renewal thereof, deduct weekly from the wages and/or pay of each such
employee an amount equal to the Union membership dues as certified by the Union
in writing to the Company. No deduction shall be made for any week for which the
employee receives no pay. The total amount so deducted during each week shall be
remitted to the Southern Regional Joint Board of the Union (or such other
designee of the Union as may be designated in writing by the Union) on or about
the first day of each month. Said authorization shall remain in effect unless
revoked according to its terms.

Section B  The Union will indemnify and save harmless the Company from any and
all claims and disputes by reason of its acting under this Article.


                                        3
<PAGE>   7
                        ARTICLE 4 - UNION BULLETIN BOARD

The Company agrees to provide the Union with a bulletin board(s) on a place to
be mutually agreed upon where employee notices are normally posted.

The Union may post notices of material interest to Union members. No notices of
a derogatory nature concerning any employee or the employer may be posted.
Except for routine notices of meeting dates, the Union will provide the Company
copies of all notices prior to posting.


                                        4
<PAGE>   8
                              ARTICLE 5 - SENIORITY

Section 1.        Definition

         Seniority shall be the employees' continuous length of service in the
bargaining unit dated from latest date of hire. Seniority for purposes other
than benefit eligibility (i.e., vacation), shall not accrue if an employee
serves outside the bargaining unit. Employees hired on the same date shall have
their relative seniority determined by adding the digits of their Social
Security numbers with the highest total having the greatest seniority. Seniority
shall confer such preferences to employees as are specified in this agreement.

Section 2.        Probation

         All new employees will be regarded as probationary for the first
(ninety) 90 days of hire. The Company shall have the power to discharge or
transfer probationary employees with the matter not being subject to the
Grievance or Arbitration procedures of this agreement. Upon successful
completion of probation the employee will be credited with seniority back to the
date of the employee's current hiring.

Section 3.        Seniority Roster

         The Company shall post and provide to the Union a complete seniority
roster every three months beginning with the effective date of this agreement.

Section 4.        Loss of Seniority

         Seniority shall be lost for the following reasons:

                  (a)      Voluntary quit

                  (b)      Discharge for just cause

                  (c)      Layoff of one year

                  (d)      Failure to return to work upon the expiration of an
                           approved leave of absence

                  (e)      Employee gives a false reason for leave of absence or
                           engages in other employment during said leave.

                  (f)      Failure to return to work within three days of having
                           received notice of recall

                  (g)      Retirement


                                        5
<PAGE>   9
                  ARTICLE 6 - LAY-OFF, RECALL, AND JOB BIDDING

         Section 1. Notice of all new positions or vacancies shall be posted on
the bulletin board for at least 72 hours before such new position or vacancy is
to be filled. Said notice will include job title, job description, shift, hours
and rate of pay. The most senior qualified employees bidding on the job will be
awarded the job. No job is to be awarded without having completed the bid
process. Rates of pay for new positions shall be negotiated with the Union.

         Section 2. Employees with the required skills and qualifications as
stated in the job posting notice must be able to perform the essential functions
of the job. To be eligible for bid an employee must not be on final warning, or
have five (5) points under the attendance disciplinary procedure. Likewise, an
employee who declines a position offered for which they bid will be ineligible
to bid for six (6) months, and an employees who accepts a position must stay in
that position for a minimum of six (6) months before bidding on another job. Any
employee who is selected pursuant to this Section, shall be considered in a
trial period for up to thirty (30) calendar days. At any point during this
period the employee may be returned to his former job if the Company determines
that the employee is not satisfactorily performing in the new job.

         Then an employee, unless involuntarily transferred at the Company's
discretion, including a new hire, must remain in his or her position for a
minimum of six months.

         Section 3. In the event of a reduction of work force in a
classification, the least senior person in that classification will be
displaced. The person will be given a choice of a Voluntary Lay-Off or being
placed in a vacant position for which he or she is qualified. If no position is
vacant for which he or she is qualified, a list shall be prepared of all jobs
for which the displaced person is qualified, and the displaced employee shall
replace a less senior person on that list or be placed on Voluntary Lay-Off. An
employee who displaces a least senior employee in a classification pursuant to
this Section shall be given a trial period of up to a maximum of five (5) days
of work during which time he may be disqualified if the Company determines that
work is not being performed satisfactorily. Any employee so disqualified shall
be placed on layoff\status and be allowed to bid for an open position for which
he or she is qualified for a period of not more than twelve (12) months.

         In no event will new employees be hired to fill a vacancy until efforts
are made to qualify current employees. Outside trained personnel may be hired if
no current employees are qualified for such jobs, provided however that current
employees shall be afforded the opportunity to demonstrate to management that
they can qualify for the job the same as outside personnel. Outside experienced
personnel may be hired to fill job openings not filled by job bid process at
current contract rate.

         Section 4. In the case of lay-off, the employees with the least
plant-wide seniority will be laid off first. Exceptions to this will be granted
in cases where there is mutual understanding between the Union and the Company.
In the case of voluntary layoff, an


                                        6
<PAGE>   10
employee shall be maintained on layoff until such time as work for which he or
she is qualified becomes available, for a period not to exceed two years or
length of service, whichever is less.


                                        7
<PAGE>   11
                         ARTICLE 7 - TEMPORARY TRANSFER

The Company retains the right to assign available work to employees and
temporarily transfer workers to and among jobs in the plant where the need for
such work arises. Temporary transfers shall not remain in effect for a period in
excess of thirty (30) days unless the employee agrees to an extension for an
additional thirty (30) days. An employee's temporary transfer to a job
classification which is lower rated than his own, he shall continue to receive
his normal base rate of pay. When an employee is temporarily transferred to a
job classification which is higher rated than his own, he shall receive the
higher base rate of pay while doing the work of the higher rate of
classification if the transfer lasts 8 full hours or more. If an employee is
transferred for the Company's convenience, the employee will be paid average
pay.


                                        8
<PAGE>   12
                     ARTICLE 8 - HOURS OF WORK AND OVERTIME

Section 1. Normal Work Week and Day

The normal workweek shall be 40 hours, 8 hours per day, Monday through Friday.
The pay week shall run from 12:01 A.M. Sunday through midnight Saturday.

The parties recognize that customer requirements and the production process may
require varied starting times by different job classifications. The parties also
recognize that individual employees may be accommodated, with permission of
supervision, by varying the daily start time to meet an employee's request.

The Company agrees that it will give at least 2 weeks notice to the union
regarding permanent changes in the starting times for particular job
classifications or departments and that it will meet with the Union by request
to discuss these changes during this period.

Section 2. Overtime

The Company shall pay time and one-half for all hours over 40 in a pay week. The
Company shall pay time and one-half for all hours beyond 8 in any day or shift
and on weekends, provided that the employee has worked all of his or her
scheduled hours during that workweek. For work performed on a holiday recognized
by this agreement, the Company will pay holiday pay in addition to pay for all
hours worked.

Available weekday overtime will be offered by seniority to qualified employees
within the job classification. If there are not enough volunteers, the overtime
will be assigned by inverse seniority to qualified employees within the
classification. Available weekend overtime and any opportunities to fill
overtime assignments with employees outside of the affected job classification
will be offered through use of an overtime list which will be posted in a
central location. Employees may place their name on the list each calendar
quarter. Overtime will be awarded to the senior qualified employee on the list.
If an employee is asked and declines on more than three occasions during a
calendar quarter, their name shall be removed from the list for the duration of
that calendar quarter.

The Company will post weekday overtime by the end of shift on the previous day
and weekend overtime by the end of shift on Thursday. Exceptions to this notice
requirement will be acts of God, machine breakdown, or a high rate of absence
which prevents the Company from meeting customer delivery requirements without
overtime This notice requirement will not be waived more than 4 times in a
calendar year for an individual employee on the basis of there being a high rate
of absence.


                                        9
<PAGE>   13
Section 3. Rest Periods

Employees will receive two paid ten minute breaks, one scheduled before and one
after the thirty minute, unpaid lunch. Employees who work over their normal 8
hour day will receive an additional paid ten minute break after 2 hours.

Section 4. Pyramiding

There shall be no pyramiding of overtime. Hours paid at premium shall be paid at
the highest rate, if eligible for multiple rates, and will not be used as a
basis for calculating overtime on any other basis.


                                       10
<PAGE>   14
                            ARTICLE 9 - REPORT IN PAY

On Occasion the plant will be forced to shut down because of some unforeseen or
unexpected event, such as power failure, natural disaster, lack of work, etc.
Employees who have come to work and are unable to perform their duties (or any
other duties assigned) because or such an occurrence as described above will be
paid four hours Report In Pay.

Whenever possible, the Company intends to advise employees of a plant shutdown
before they leave home for work. It is the responsibility of the employee to
keep the supervisor informed of his or her current address and telephone number
where he or she can be reached. If an employee cannot be contacted because of
his or her failure to keep the Company informed, he or she will forfeit the
night to receive Report In Pay.


                                       11
<PAGE>   15
                        ARTICLE 10 - GRIEVANCE PROCEDURE

Section A. Grievances arising from the operation or interpretation of this
Agreement shall be handled in the following manner:

Step 1

The aggrieved employee or employees involved and their Shop Steward shall
discuss the issue with the immediate supervisor within three working days of the
date the employee(s) should have reasonably discovered the grievance existed. It
is recognized that the supervisor may not always be able to immediately hold the
discussion and in such cases may schedule the discussion within 48 working hours
after having been notified that a grievance exists. The discussion will take
place during working hours in a timely and efficient manner. The supervisor will
make a good faith effort to listen and respond. Every effort will be made by
both parties to mutually resolve the grievance at this step. The supervisor will
issue a written response within 48 working hours of the Step 1 meeting.

Step 2

If the grievance is not resolved at Step 1 it shall be reduced to writing and
presented to the Plant Manager within 7 days of the Step 1 answer. A meeting
will be scheduled by the parties once per month at 3 PM to discuss Step 2
grievances. The Plant Manager will meet with the Union Grievance Committee, shop
steward and the grievant(s). The Grievance Committee shall consist of the three
top officers of the local union. The Plant Manager shall provide a written
answer within 7 days of the meeting.

All grievances involving discharge shall be presented at Step 2 within five
working days after written notice of reason for discharge has been presented by
the Company to the designated Local Union official.

Step 3

If the grievance is not resolved at Step 2 it shall be referred to the Vice
President of Manufacturing within 7 days of the Step 2 answer. A meeting will be
scheduled by the parties once per month at 3 PM to discuss Step 3 grievances.
The Vice President of Manufacturing shall meet with the Union Business Agent (or
their designee), the Grievance Committee, shop steward and the grievant(s). The
Vice President of Manufacturing shall provide a written answer within 10 days of
the meeting.

If the grievance is not resolved at Step 3, the grievance may be submitted to
arbitration according to the terms or the Arbitration procedure contained within
this Agreement within 20 days of the Step 3 answer.

Section B.  In all cases the failure of the Union to present a grievance within
the specified time limits shall mean that the grievance is forfeited. The
failure of the Company to provide an answer in time shall be deemed to be an
answer in the negative. Said time limits may only be extended my mutual
agreement.


                                       12
<PAGE>   16
Section C  In order to administer the Agreement or investigate grievances,
representatives of the Union other than Company employees may enter working
areas of the plant upon permission from a duly authorized representative of the
Company. Such permission shall not be unreasonably withheld. The Union agrees
not to interfere with production and the Company reserves the right to have a
member of management accompany the Union representative.

In the case of grievances involving rates or industrial engineering issues the
Union may, by prior appointment, bring an industrial engineer into the plant to
study the issue in question.

Section D  The Company will recognize one shop steward for each of the following
areas of the plant: Shipping and Trucking, Quilting and Sewing, Mattress, and
Boxspring (total of 4 on first shift). In the event the Company adds additional
shifts, a proportionate number of shop stewards will be recognized on the new
shifts.


                                       13
<PAGE>   17
                            ARTICLE 11 - ARBITRATION

Section 1. Any dispute arising under the terms of this Agreement which cannot be
settled between the Union and the Company may be submitted to arbitration by
either party on written notice to the other party identifying and describing the
grievance and listing the provisions of the Agreement which have allegedly been
violated; provided, however, that the Grievance Procedure provided in Article 10
must be exhausted prior to requesting Arbitration.

Section 2. Selection of the Arbitrator. Either the Union or the Company may
request that the Federal Mediation and Conciliation Service (FMCS) submit a list
of seven (7) persons suitable to act as an impartial arbitrator. If the parties
cannot agree on one person on the list, the Arbitrator will be selected by
alternate striking of the Arbitrator list, with the Grieving Party striking
first. Both the Union and the Company will each have the right to reject up to
two (2) panels as unacceptable and insist on a new panel for consideration.
Nothing in this provision is intended to deny the Union or the Company the right
to voluntarily agree to an arbitrator without reference to an FMCS panel of
arbitrators.

Section 3. Binding Decision. The written decision of the Arbitrator shall be
completed within thirty (30) days of the close of the hearing or the filing of
briefs, whichever is later, and such written decision will be final and binding
upon the Company, the Union and the employees.

Section 4. Power of the Arbitrator. The Arbitrator's powers shall be limited to
the application and interpretation of this Agreement, and the Arbitrator shall
have no authority to add to, subtract from, modify or amend in any way terms or
conditions of this Agreement, or in any way substitute his judgment for the
Company's in matters which are solely management's functions and rights under
this Agreement. It is further agreed that matters pertaining to the general wage
scale, or differential in basic wage rates are not subject to arbitration.

Section 5. Cost of Arbitration. The expenses, wages, and other compensation of
any witnesses called before the Arbitrator shall be borne by the party calling
such witnesses. Other expenses incurred, such as wages of the participants,
preparation of briefs, and data to be presented to the Arbitrator, shall be
borne separately by the respective parties. The Arbitrator's fees, expenses, and
the cost of any hearing room shall be borne equally by both parties.


                                       14
<PAGE>   18
                      ARTICLE 12 - DISCIPLINE AND DISCHARGE

Section A  Just Cause
The Company agrees that employees shall be disciplined or discharged only for
just cause.

Section B  Discharge Cases
In cases of discharge the Company shall promptly present a written statement of
reason for discharge to the designated Local Union official. If the Union
desires to grieve the discharge it shall, within 5 working days after such
presentation, file a written grievance according to the expedited process
described in the Grievance Procedure, or the right to grieve the discharge shall
be deemed to have been waived.

Section C  Attendance
Discipline for violations of the attendance policy shall be considered separate
and apart from other discipline.


                                       15
<PAGE>   19
                     ARTICLE 13 - PLANT RULES AND DISCIPLINE

Section 1. The Company retains the right to make and revise reasonable rules and
procedures governing the conduct of its employees in order to ensure the safe
and efficient operation of the plant. The Company will notify the Union of new
rules and procedures affecting employee conduct two (2) weeks prior to the
effective date of the new rule or procedure; and at the Union's request, will
discuss such rules and procedures with the designated Union representative(s).

Section 2. Nothing contained in this Agreement is intended to limit the right of
the Company to issue and enforce such rules and procedures. After the execution
of this Agreement, any new rules or procedures regarding conduct, or any change
to an existing rule or procedure regarding conduct, may be grieved within thirty
(30) working days of notification to the Union as to the reasonableness of the
new rules or procedures. Thereafter, only the application of such changes, new
rules or procedures will be subject to the grievance procedure. The parties
agree that only the application, and not the reasonableness of the rules in
place as of the date of ramification of this Agreement will be subject to the
Grievance and Arbitration Procedures set out in Articles 10 and 11 of this
Agreement.


                                       16
<PAGE>   20
                         ARTICLE 14 - ATTENDANCE POLICY

         REPORTING - If an employee is sick or late, he or she must notify their
supervisor within 30 minutes of your scheduled work time. Failure to notify the
supervisor for 3 consecutive work days or on 3 separate occasions in a 12 month
period will result in termination of employment.

         EXCESSIVE - The Company operates under a point system. Under this
system, an employee with 5 points is considered to have an excessive record.
Accumulation of 7 points will result in discharge within a rolling 12 month
period.

         Each tardiness and/or early leave counts as 1/4 of a point. Therefore,
4 tardies and/or early leaves will be counted as a point. An absence or
tardiness lasting for more than 4 hours will also be counted as a point. After
30 days of perfect attendance an employee will have his point total reduced by
1/2 a point.

         If an employee is absent for two or more consecutive days because of
illness and, if medical documentation is provided only one point will
accumulate. No points will accumulate from approved leave under the Family and
Medical Leave Act.

No points will be awarded for pre-arranged and pre-approved documented doctor's
visits or personal matters with advance proper notice (i.e., 48 hours) and
approval will not unreasonably be denied.


                                       17
<PAGE>   21
                        ARTICLE 15 - NO STRIKE/NO LOCKOUT

Section 1. The Company agrees that so long as this Agreement is in effect there
shall be no lockouts. The Company's decision to close down or relocate the
Greensboro, North Carolina, facility, or any part thereof, or the curtailing of
any of its operations in Greensboro, North Carolina, for business reasons shall
not be construed to be a lockout.

Section 2. The Union, its officers, agents, employees, members and bargaining
unit employees covered by this Agreement, agree that so long as this Agreement
is in effect, there shall be no strikes, sitdowns, slow-downs, stoppages of
work, boycotts, labor holidays other than those provided by this Agreement,
continuous meetings, concerted mass sickness or any other acts or denial of
services which would interfere with the Company's operations or the distribution
or sale of merchandise; and it is further agreed that the Union, its officers,
agents, employees, members and bargaining unit employees covered by this
Agreement shall neither engage in any sympathy strike nor honor any picket line,
strike, sit-down, slow-down, work stoppage, boycotts, labor holiday, continuous
meeting, concerted mass sickness or any other acts or conduct that interfere
with the Company's operations or the distribution or sale of merchandise,
including, but not limited to, picket lines established by bargaining unit
employees from other Company facilities.

Section 3. The Union, its officers, agents, employees, members and bargaining
unit employees agree that if any acts, conduct or withholding of services
prohibited by this Article occur or are threatened, they shall take all
reasonable and necessary steps to prevent and stop any and all such
interferences by persons subject to this Agreement. Such reasonable and
necessary steps shall include, but not be limited to, immediately dispatching an
international representative to the Greensboro facility; removing or restraining
all local Union officers, stewards and/or other local union agents participating
in activities violating this Article; cause to be broadcast on local radio, and
on local television, and published in the Greensboro News & Record newspaper
within the first twenty-four (24) hours of the work stoppage, a statement, as
set forth below, directing its members to immediately cease any activities
violating this Article, and to return to work, and to honor the terms and
conditions of this Agreement; and in addition, provide to the Company a copy of
said statement signed by an authorized officer of the International Union, for
use as the Company desires. Said statement shall be as follows:

         "To all UNITE members who are in violation of the Collective Bargaining
         Agreement with the Serta Mattress facility, Greensboro:

         You are advised that a (stoppage of work), (strike), (intentional
         slowdown of production), (boycott), (labor holiday) is occurring at the
         Serta Mattress Greensboro facility. This action is unauthorized by the
         Union of Needletrades, Industrial and Textile Employees. You are
         directed to promptly return to your respective jobs and to cease any
         action which may adversely affect production. You are directed to
         discontinue any picket line which may exist at the plant.


                                       18
<PAGE>   22
         The grievance(s) in dispute will be processed through the regular
         grievance procedures provided for in your contract."

Section 4. Any bargaining unit employees subject to the terms of this Agreement
who violates Section 2 of this Article may be disciplined up to and including
termination of their employment. Management's determination of the severity of
discipline, including discharge, may not be raised as a grievance under this
Agreement. The only issue which may be arbitrated is whether the bargaining unit
employee participated in the work stoppage.


                                       19
<PAGE>   23
                             ARTICLE 16 - HOLIDAYS

Section 1. The Company agrees to recognize and provide the following days as
paid holidays:

1. New Year's Day
2. Martin Luther King, Jr.'s birthday
3. Good Friday
4. Memorial Day
5. Floater
6. Independence Day (July 4th)
7. Labor Day
8. Thanksgiving (2 days)
9. Christmas Day


Regular full-time and regular part-time employees are eligible for paid holidays
after completing ninety (90) days of continuous service.

1.       Holiday pay for hourly workers is 8 hours of straight time base rate
         for all employees.

2.       To become eligible for holiday pay, an employee must work the last
         scheduled workday before and the first scheduled workday after the
         holiday, unless excused by the supervisor.

3.       If a paid holiday occurs during an approved vacation period the
         employee will receive an extra vacation day or pay in lieu of time off.

4.       The floater day requires proper advance notice (i.e., 48 hours) and
         reasonable supervisor approval consistent with staffing requirements.

5.       Employees who work on a paid holiday will receive holiday pay plus
         their regular pay for all hours worked.


                                       20
<PAGE>   24
                              ARTICLE 17 - VACATION

Employees become eligible for a paid vacation after meeting service
requirements.

Continuous Service
As of January 1                                           Paid Vacation
---------------                                           -------------

Less than one year                                        Pro-rated of 1 week
1 year                                                    1 week
2 years                                                   2 weeks
9 years                                                   3 weeks
19 years                                                  4 weeks

Employees can accrue vacation during their first year of employment. However,
employees cannot use this vacation time until after January 1 following their
employment date.

VACATION SCHEDULING

The Company may operate with a reduced workforce during the week of July 4th.
Those employees not scheduled to work during the week of July 4th will receive a
pro-rated vacation pay for that week. Employees with more than one week of
vacation may schedule the balance according to the following guidelines:

         1.       Vacation must be taken by December 31 of each year and cannot
                  be carried over to the next year.

         2.       Vacation pay is 8 hours of straight time base rate pay.

         3.       No more than two weeks of vacation may be taken by any
                  employee during the months of June, July, and August.

         4.       Employees entitled to 3 or more weeks of vacation will have
                  seniority in scheduling the first two weeks only.

         5.       Vacation may be taken a day at a time with advance proper
                  notice (i.e., 48 hours).

         6.       Vacations will be awarded on a first come, first served basis
                  based upon production scheduling, department needs and
                  staffing with seniority breaking any ties.


                                       21
<PAGE>   25
                         ARTICLE 18 - LEAVES OF ABSENCE

Section 1. A non-medical unpaid leave of absence may be granted by the employer
for good reason without affecting seniority. Such unpaid leaves shall generally
not exceed thirty days except in the event of special circumstances. Employees
whose unpaid leave is for thirty days or less shall return to their former
position if vacant, otherwise the employee may exercise their seniority for any
open position for which they are qualified.

Section 2. Employees will be granted unpaid leave for medical necessity
supported by documentation from a licensed professional. Such unpaid leaves
shall not affect seniority. The employee will be required to present medical
clearance to return to work. The employer may request additional medical
evaluation prior to, during and at the end of an unpaid medical leave provided
that any second opinions shall be at the employees expense.

         Such unpaid medical leaves shall not exceed 12 months or length of
seniority, whichever is less. Employees on unpaid medical leave for 12 weeks or
less during a calendar year shall be returned to their former position.
Employees whose unpaid leave extends beyond 12 weeks shall be returned to their
former position if vacant or if the position has been filled they may exercise
their seniority for any open job for which they are qualified.

Section 3. The employer agrees to comply with the requirements of the Family and
Medical Leave Act. Where specific provisions of this agreement grant employees
rights greater than FMLA, the contract shall prevail. The employer will not
require the use of paid time off prior to taking FMLA leave.

Section 4. The employer will comply with all state and federal regulations
concerning military leaves. Reservists and National Guard members will be
granted unpaid leave for required weekly or weekend drills, summer training or
short term active duty training.

Section 5. The employer agrees to grant long term union unpaid leave to one
employee with thirty (30) days notice. Such leave may not exceed one year. The
employer may grant long term unpaid union leaves to other employees at its
discretion.

         The employer shall grant short term union unpaid leaves to two
employees to attend regular Union conventions, conferences and educational
events with two (2) weeks notice. Additional employees may be granted time off
at the discretion of the employer.

         Union unpaid leave for less than one day will be granted so long as the
leave does not interfere with production and adequate notice is provided the
Company. Such requests will be made by the Union business agent to the Plant
Manager with as much notice as possible.

Section 6. Employees on unpaid leave of absence may not perform other employment
without notifying the employer except where such employment was ongoing prior to
the leave, except said work cannot be inconsistent with the purpose of the
leave. No employee may perform work, which would serve to extend the unpaid
leave. The employer may request


                                       22
<PAGE>   26
medical clearance to perform such work. Military and Union leave are exempt from
this provision.

Section 7. The Union shall be informed of all leaves of absences.


                                       23
<PAGE>   27
                          ARTICLE 19 - BEREAVEMENT PAY

In the case of the death of a parent, child (including those standing in loco
parentis), spouse, brother or sister of a regular full-time employee requiring
the absence of said employee from his regularly scheduled assignment for the
purpose of preparing for and/or attending the funeral, then such employee shall
be granted a leave of absence of up to three (3) days. The Company will pay
eight (8) hours pay at straight time for up to three (3) regularly scheduled
work days from the day of death of an immediate family member through the second
day following the funeral.


                                       24
<PAGE>   28
                             ARTICLE 20 - JURY DUTY

Section 1. Regular full-time employees who are called in to jury duty shall
receive the difference between jury duty pay and the employee's straight time
base rate pay based on a regularly scheduled work day (no overtime) and the pay
received for jury duty, to a maximum of two weeks in any one year. To receive
this pay, the employee must furnish proof of jury duty and the amount of pay
received.

Section 2. The employee's supervisor must be notified as soon as you receive the
court summons so that we may schedule around your absence.

Section 3. The employee should report back to the job if dismissed from jury
duty when work time remains on the employee's shift.


                                       25
<PAGE>   29
                      ARTICLE 21 - MANAGEMENT RIGHTS CLAUSE

         All the functions, rights, powers and authority which the Company has
not specifically abridged, delegated or modified by this Agreement are
recognized by the Union as being retained by the Company and exercisable without
prior notification to or consultation with the Union. The rights listed in this
Article are illustrative of the rights retained by the Company and are not
intended as an all-inclusive list of these rights, whether or not such rights
have been exercised by the Company in the past. Such rights include: the right
to establish or continue policies, practices and procedures for the conduct of
business and, from time to time, to change or abolish such policies, practices
and procedures; to determine, and from time to time redetermine, the number,
location and types of its operations, and the methods, processes, and materials
to be employed; to discontinue processes or operations in whole or in part, or
to discontinue the performance by employees covered by this Agreement, and to
contract out any and all such operations, to transfer, sell and otherwise
dispose of its business in whole or in part; to determine, and from time to time
redetermine, the number and types of employees required; to determiner the
amount of overtime to be worked; to assign work to such employees in accordance
with the requirements determined by management; to establish and change work
schedules and assignments; to transfer, promote or demote employees or to lay
off, terminate, or otherwise relieve employees from duty; to make and enforce
reasonable rules for the maintenance of discipline and protection of life and
property; to suspend, discharge, or otherwise discipline employees for just
cause; and otherwise to take such measures as management may determine to be
necessary for the orderly or economical operation of the Company's business. The
listing of specific rights in this Agreement is not intended to be, nor shall
be, restrictive of, or a waiver of, any of the rights of management not listed
and specifically surrendered herein, whether or not such rights have been
exercised by the Company in the past. This Article, and the enumeration of
management rights and prerogatives contained herein, is not intended to affect
the specific provisions of this Agreement. Where specific provisions exist, they
will control. However, in the absence of specific terms in the Agreement, this
Article shall control. And unless otherwise specified in this Agreement, the
exercise of management rights and prerogatives shall not be subject to the
grievance procedure.


                                       26
<PAGE>   30
                        ARTICLE 22 - PRODUCTION STANDARDS

The Company has established production standards for certain job classifications
which it represents have been established using recognized industrial
engineering techniques which are verifiable using standard time measurements,
such as MTM.

Base rates set for incentive classifications are listed in the wage schedule.

Incentive standards will include allowances for fatigue, delay and personal time
(PF&D) of no less than 20%. Said allowances are exclusive of paid break time.
Machine delay time beyond that allowed and time spent waiting for work will be
paid at base rate.

The Union shall have the right to review current rates and any future rates set.
The Union shall have 30 days after the execution of this contract to grieve any
existing rates. The Company will provide the Union with elemental breakdowns and
rates where questioned. A union engineer may conduct time studies to verify
rates, which are subject to the grievance and arbitration procedures of this
agreement.

The remedy for rates found to be set to yield less than the standard time
allowance will be to issue back pay to all affected employees from the date the
grievance is filed.

After a new rate is established, employees shall make a reasonable effort to
attain incentive earnings for a trial period of 30 days. No formal grievance
will be filed during this period, although employees may inform the Company they
feel the rate is incorrect and request a recheck. After the 30 day period a
formal grievance may be filed for a 30 day period and any change made in the
standard shall be retroactive to the date the rate was installed.

Once a standard has been verified it shall not be subject to change unless there
are changes in method, materials, equipment or layout.

No job classifications will be taken off incentive except through negotiation
and mutual agreement with the Union.


                                       27
<PAGE>   31
                              ARTICLE 23 - DOWNTIME

Downtime exists where the operator is not responsible for an assigned portion of
his/her job due to delays or conditions beyond his/her control paid at base
rate. The Company agrees to furnish to the Union those items of downtime not
allowed for in the job standards and which will be paid for as downtime.
Examples of such delays or conditions may be as follows: power failure, wait for
stock beyond standard allowance, machine breakdown, machinery changes, etc.

Offstandard Conditions:

Exist where the operator's assigned job is affected by some condition beyond
his/her control. However, the portion of the job affected continues to run and
remains the responsibility of the operator but the change in condition affects
the basis of the incentive so as to adversely affect the earnings. Examples of
such interferences may be as follows: machine changes, bad running quality,
method changes, samples, etc., beyond that in the standard allowances.

Employees are required to turn in production tickets.


                                       28
<PAGE>   32
                         ARTICLE 24 - HEALTH AND SAFETY

Section 1. The Company shall make reasonable provisions to insure the safety and
health of employees during their hours of work.

Section 2. The parties will form an in plant Health and Safety Committee
composed of an equal number of bargaining unit employees selected by the Union
and management representatives selected by the Company.

         The Committee will review safety and health records, investigate all
accidents and near misses, inspect the work site for safety and health hazards,
assist in developing and implementing educational and training programs and make
suggestions to improve workplace health and safety practices.

         The Committee shall be composed of no fewer than four members and shall
meet as needed but no less than monthly. All time lost from work will be paid at
base rate by the employer. The Company will schedule the activities and duties
of the Safety Committee during normal working hours and ensure those activities
and duties do not interfere with production.

         Appropriate training for Committee members will be provided.

Section 3. The role of the Committee shall be advisory only and shall not
include matters properly the subject of the grievance procedure.


                                       29
<PAGE>   33
                       ARTICLE 25 - SUBSTANCE ABUSE POLICY

The Company will not tolerate the use of alcohol or drugs during the working
hours and immediate termination will be the penalty for any such use.
Furthermore, if the use of alcohol or drugs outside normal working hours results
in the user being a hazard to himself or herself or to co-workers while at work,
the company reserves the right to terminate the offending employee at once.

The following provision implements this policy:

         1.       The Company has the practice of screen-testing applicants for
                  employment to detect drug usage. An applicant for employment
                  who refuses to submit to such testing procedure will not be
                  considered for employment. An applicant for employment whose
                  screen test is positive for drug usage will not be employed
                  and the Company will not accept another application from that
                  person for six (6) months. Any applicant who is refused
                  employment because of a positive drug test and who
                  subsequently makes a new application for employment must pay
                  for the cost of the drug test upon making a second or
                  subsequent application for employment.

         2.       All employees of the Company are subject to screen-testing for
                  the purpose of detecting alcohol and drug usage under the
                  terms of this policy. Any employee who refuses to cooperate in
                  the screening will be terminated.

         3.       Consent forms are to be signed by each employee giving his or
                  her consent to the screening procedure. Additionally, a
                  consent form will be signed by each employee selected for
                  screening at the time of the screening. Any employee who
                  refuses to sign these consent forms will be terminated.

         4.       The screening procedures will be accomplished in the most
                  confidential manner possible. No one will be told that a
                  particular employee tested positive unless the person needs to
                  know.

         5.       The analyses of specimens collected during the testing will be
                  accomplished in a modem laboratory using the latest and most
                  reliable techniques and equipment. All questionable cases will
                  be resolved as nonpositive and all doubts will be resolved in
                  favor of a nonpositive conclusion. Employees with 5 years or
                  greater seniority will be allowed one time only second chance,
                  but this in no way excuses the employee from misconduct under
                  our disciplinary rules and procedures.

         6.       When a specimen tests positive, the specimen will be retested
                  using a different procedure and technique in order to
                  eliminate any question concerning the conclusion.
                  Additionally, a portion of every specimen which tests positive
                  will be retained and made available upon request to the
                  employee who provided the specimen.


                                       30
<PAGE>   34
         7.       Any employee who recognizes that he or she has a problem with
                  alcohol or drug abuse may notify management of that fact and
                  the Company will use its best efforts to assist the employee
                  in overcoming his or her problem by directing the employee to
                  sources of medical, psychological, and social assistance.
                  Further, the Company may provide an unpaid leave of absence to
                  the employee during the period of his or her treatment for
                  such drug or alcohol abuse. Any individual who enlists the aid
                  of the Company in such employee assistance program who fails
                  to meet his or her obligations and responsibilities under that
                  program will be terminated.

         8.       A positive conclusion from the drug screen, after having been
                  confirmed by a different analysis technique, will result in
                  termination. An employee who has been terminated under this
                  policy may be considered for reemployment after furnishing
                  proof of successful completion of a rehabilitation program. Re
                  employment must be approved by the president of the Company.

         9.       Employees will be screened under the following circumstances:

                  a)       Any employee when there is a reasonable suspicion
                           that the employee's job performance is being affected
                           by the influence of drug or alcohol usage;

                  b)       Every employee who is injured so severely in a work
                           related accident that treatment by physician is
                           required;

                  c)       Every employee who causes or contributes to a work
                           related accident which results in the injured party
                           being treated by a physician; and

                  d)       Drivers to meet all requirements in effect under DOT
                           regulations.

         10.      Every incumbent employee is being given a copy of this policy
                  and will sign a receipt acknowledging that he or she has
                  received such copy. New persons hired by the Company will be
                  given a copy of this policy at the time of initial employment
                  and prior to beginning to work.


                                       31
<PAGE>   35
                      ARTICLE 26 - NEW EMPLOYEE ORIENTATION

The Union Business Agent (or their designee) may schedule a meeting once per
month with newly hired employees to provide union orientation. These orientation
meetings will occur on Company premises during normal working hours and may last
up to 30 minutes. The time for these meetings will be scheduled with an
appropriate member of management. The Union agrees that it will utilize this
provision in a reasonable manner.


                                       32
<PAGE>   36

                       ARTICLE 27 - HEALTH CARE INSURANCE

Section 1. The Company's self-insured health care plan is administered by First
Allmerica Financial Life Insurance Company.

A brief description of the terms and conditions of this plan is as follows:

Section 2. Cost to Employees

Individual Coverage                 Paid by Serta Mattress Company

Parent/Child Coverage               $94.34/month --- $21.77/week

Family Coverage                     $151.74/month --- $35.02/week

Section 3. Brief Summary of Benefits

Lifetime Maximum - Unlimited

Individual Cash Deductible - $300

Family Cash Deductible - $900

Hospital Expenses         Preferred Hospitals       10% after deductible
                          Nonpreferred Hospitals    20% after deductible

Doctor Medical Visits     Preferred Doctors         $10 per visit
                          Nonpreferred Doctors      $20 per visit

Other Covered Expenses                              20% after Cash Deductible
Includes ambulance service, private duty nursing,
miscellaneous services, and supplies.

Prescription Drugs        Generic                   $5  copay each 34 day supply
                          Brand name                $15 copay each 34 day supply
                          Mail Order Maintenance    $5  copay each 90 day supply

First Allmerica Financial pays 100% of covered expenses within certain limits
for the following:
*Home Health Care *Extended Care Facilities *Birthing Centers *Hospice
*Pre-admission Testing

Section 4. Eligibility. New employees will become eligible for coverage on the
first day of the month following 90 days of employment.


                                       33
<PAGE>   37
Section 5. Percentages The current percentage paid by the Company for
parent-child coverage (approximately 63.5%) and for family coverage
(approximately 70%) as indicated above will continue for the duration of the
contract. The Plan Document, however, controls the actual benefits provided to
employees.


                                       34
<PAGE>   38
                      ARTICLE 28 - DENTAL AND OPTICAL PLAN

The Company agrees that it will make the appropriate deduction for those
employees whose names are submitted by the Union to be in the Union's dental and
optical plan. This shall be the Company's sole obligation and the union shall
hold the Company harmless for all matters related to the Unions dental and
optical plan.


                                       35
<PAGE>   39
                             ARTICLE 29 - RETIREMENT

This memorandum of agreement provides that the Company will dispose of the
monies contained in the Dixie Bedding Company Profit Sharing Plan consistent
with IRS regulations. Accordingly, employees will be able to receive a lump sum
payment less taxes, of those monies or roll the monies over into a qualified
plan, including the new Crescent Plan, at their option. However, the Dixie
Bedding Company Profit Sharing Plan monies may not be distributed until the IRS
has approved said distribution.

All eligible employees will be enrolled in the existing Crescent Sleep Products
401(k) Safe Harbour Plan on April 1, 1999. The Plan provides for Company
contributions to an employee's account in amount equal to at least 3% of an
employee's taxable W-2 earnings and such payments are guaranteed for the life of
the contract. Plan documents control the administration of the Plan.


                                       36
<PAGE>   40
                          ARTICLE 30 - CHRISTMAS BONUS

Employees shall receive a Christmas bonus. These amounts will be based on the
length of services as follows:

Less than 6 months:                                       $75
6 months - less than 1 year                               $100
1 year - less than 3 years                                $150
3 years - less than 5 years                               $175
5 years - less than 10 years                              $200
10 years and over                                         $250

The bonus will also be pro-rated for any approved medical leave of absence.
Employees on a military or general leave are not eligible for a bonus. Employees
must actually be employed on the date the bonus is paid to receive it.


                                       37
<PAGE>   41
                         ARTICLE 31 - SAFE DRIVING BONUS

The Company will provide a quarterly safe driving bonus of $100 for Company
drivers who remain accident free during that quarter. If a Company driver
remains accident free for the entire year, then they will receive an additional
$100 bonus at the end of the fourth quarter.


                                       38
<PAGE>   42
                     ARTICLE 32 - WAGES AND CLASSIFICATIONS

The wage schedule covering the employees in the bargaining unit has been agreed
to and by this reference made pan of this Agreement in Appendix A. This reflects
an increase of SAO to the hourly classification payrates on March 1, 2000 and
March 1, 2001 and a $.30 addition to the hourly classification rate of the
incentive workers for those same dates.

Employees will receive in the month of March, 1999, a signing bonus of $250 if
they have been with the Company for ten years and $200 for less than ten years.
Employees must have completed their 90 day probation by March 1, 1999 to receive
the signing bonus, and if an employee has not completed his or her 90 day
probationary period by that date, the employee will not receive the signing
bonus until the 90 day probation has been completed successfully.


                                       39
<PAGE>   43
                           ARTICLE 33 - ZIPPER CLAUSE

         This Agreement contains the entire understanding, undertaking and
agreement of the Company and the Union. During the negotiations resulting in
this Agreement, the Company and the Union each had the unlimited right to make
proposals with respect to any subject matter as to which the National Labor
Relations Act imposes an obligation to bargain. Except as specifically set forth
elsewhere in this Agreement, the Company and the Union each expressly waive
their right to require the other to bargain collectively over all matters as to
which the National Labor Relations Act imposes an obligation to bargain, whether
or not such matters were discussed between the Company and the Union during the
negotiations which resulted in this Agreement; provided, however, that nothing
in this provision shall be interpreted to permit the unilateral change of this
document.

         As used in this Zipper Clause, the waiver of the right to "bargain
collectively" includes the waiver of the right to require the other party to
negotiate but does not include the waiver of either party's fight to obtain
information as provided by the National Labor Relations Act or by this
Agreement, from the other party.


                                       40
<PAGE>   44
                        ARTICLE 34 - BARGAINING UNIT WORK

Section 1. Management
Persons not in the bargaining unit will not ordinarily nor routinely perform
bargaining unit work. Bargaining unit work may be performed in instruction of
employees, installation of new equipment or to fill in for temporary absence of
employees. Performance of bargaining unit work by employees outside the unit
will not result in loss of bargaining unit positions or layoff of unit
employees.

Section 2.  Temporary Employees
The Company may hire temporary employees through outside agencies to meet
seasonal work fluctuations, replace employees on leave; or deal With a shortage
of the workforce or address the legitimate business need for additional labor on
a temporary basis. Use of temporary employees shall not serve to diminish the
bargaining unit but may, at times, reduce the need for overtime work.


                                       41
<PAGE>   45
                            ARTICLE 35 - SEPARABILITY

Should any provisions of this Agreement be determined to be in violation of any
federal, state, or local law or regulation, such determination shall not in any
way affect the remaining provisions of the Agreement and they shall remain in
full force and effect. The parties shall negotiate such modifications as are
necessary for compliance with law.


                                       42
<PAGE>   46
                         ARTICLE 36 - TERM OF AGREEMENT

This Agreement shall become effective on March 1, 1999 and shall continue in
effect for three years until March 1, 2002. This Agreement shall be
automatically renewed from year to year thereafter unless either party provides
written notice to the other or its intent to terminate or modify the Agreement
sixty (60) days prior to its termination.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives.


CRESCENT SLEEP PRODUCTS:                   UNION OF NEEDLETRADES, INDUSTRIAL
Greensboro, NC                             AND TEXTILE EMPLOYEES:


_________________________________          _____________________________________
Mr. Tom Sanfilippo                         Mr. Phil Cohen
Vice President Manufacturing               Special Projects Coordinator


_________________________________          _____________________________________

_________________________________          _____________________________________

_________________________________          _____________________________________

_________________________________          _____________________________________

_________________________________          _____________________________________


                                       43