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                             DISTRIBUTION AGREEMENT
                                     BETWEEN
                           LOUISVILLE BEDDING COMPANY
                                       AND
                       SPAN-AMERICA MEDICAL SYSTEMS, INC.


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                                  March 1, 1999


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                                TABLE OF CONTENTS

SECTION                                                                     PAGE


1. General Terms...............................................................1
     1.1  Appointment and Acceptance...........................................1
     1.2  Exclusivity of Distributorship.......................................2
     1.3  Exclusivity of Manufacturer..........................................2

2.  Orders, Pricing and Shipping...............................................2
     2.1  Orders and Acceptance................................................2
     2.2  Order Acceptance and Processing......................................2
     2.3  Price Lists..........................................................3
     2.4  Delivery; Shipping Cost; Risk of Loss................................3
     2.5  Terms of Payment.....................................................3

3.  Obligations of Manufacturer................................................4
     3.1  Registration for Intellectual Property...............................4
     3.2  Product Warranty; Limitations; Remedies..............................4
     3.3  Intellectual Property Warranty.......................................4
     3.4  Infringement Actions.................................................5
     3.5  Insurance............................................................5
     3.6  Confidential Information.............................................6
     3.7  Indemnification By Manufacturer......................................6

4.  Obligations of Distributor.................................................7
     4.1  Sales of Products....................................................7
     4.2  Conduct of Sales Activities; Qualification to do Business............7
     4.3  Confidential Information.............................................7
     4.4  Indemnification by Distributor.......................................7

5.  Representations and Warranties of the Parties..............................8
     5.1  Representations and Warranties of Manufacturer.......................8
     5.2  Representations and Warranties of Distributor........................9

6.  Term      ................................................................10

7.  Default and Termination...................................................10
     7.1  Termination by Manufacturer Without Notice..........................10
     7.2  Termination by Manufacturer with Notice.............................11
     7.3  Termination by Distributor Without Notice...........................11

8.  Rights and Obligations Upon Termination of Agreement .....................12


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                                TABLE OF CONTENTS

SECTION                                                                     PAGE

9.  Independent Contractor Relationship.......................................13

10.  Miscellaneous Provisions.................................................13
     10.1  Force Majeure......................................................13
     10.2  Notices............................................................13
     10.3  Entire Agreement; Amendment........................................14
     10.4  Severability.......................................................14
     10.5  Assignability......................................................14
     10.6  No Implied Waivers.................................................14
     10.7  Governing Law......................................................15
     10.8  Construction and Interpretation of the Agreement...................15
     10.9  Counterparts.......................................................15


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                             DISTRIBUTION AGREEMENT

     THIS DISTRIBUTION AGREEMENT is entered into and effective as of March 1,
1999, by and between LOUISVILLE BEDDING COMPANY ("Distributor"), a Delaware
corporation, and SPAN- AMERICA MEDICAL SYSTEMS, INC. ("Manufacturer"), a South
Carolina corporation.

     RECITALS:

     A. Manufacturer manufactures a line of foam products marketed under various
trademarks and sells its products to retailers and all segments of the health
care market.

     B. Distributor desires to serve as the exclusive distributor for the
products listed on Exhibit A to this Agreement (the "Products"), to those
general retail merchandisers that sell to general consumers, including stores
such as Target, Dillards, J.C. Penney and Sears (collectively, "General
Merchandisers") who are located in the United States, Canada and Mexico
(collectively, the "Territory"), but excluding specialty merchandisers that
market and sell durable medical products and equipment in the health care market
and Park Place Corporation and its subsidiaries (the "Specialty Merchandisers"),
upon the terms set forth in this Agreement.

     AGREEMENT:

     NOW, THEREFORE, the parties hereby agree as follows:

1. GENERAL TERMS.

     1.1 APPOINTMENT AND ACCEPTANCE. Upon the terms and subject to the
conditions set forth in this Agreement, Manufacturer hereby appoints Distributor
as its distributor for the sale, marketing and distribution of the Products to
General Merchandisers located within the Territory.

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Distributor accepts such appointment and shall act in such a capacity as
described in this Agreement.

     1.2 EXCLUSIVITY OF DISTRIBUTORSHIP. During the "Term" (as defined in
Section 6), Manufacturer shall not appoint any other distributor, agent,
partner, consignee or representative, or otherwise sell, distribute, represent,
promote or make available the Products to any General Merchandiser located
within the Territory. Manufacturer, however, may for itself, or may authorize
others to, sell, distribute, represent, promote or make available the Products
within the Territory solely to the Specialty Merchandisers.

     1.3 EXCLUSIVITY OF MANUFACTURER. During the Term, Distributor shall not
sell, distribute, represent, promote or otherwise make available any foam
related products that are similar to the Products ("Competitive Products") and
are manufactured or produced by any person or entity other than Manufacturer.
Nothing herein shall limit the right of Distributor to sell, distribute,
represent, or promote, within the territory, products which are not Competitive
Products.

2.  ORDERS, PRICING AND SHIPPING.

     2.1 ORDERS AND ACCEPTANCE. The parties shall cooperate to establish
standards and protocols for electronically transmitting orders, acceptances and
related data in a way that is satisfactory to both parties, including the use of
third party service providers, systems operations, security procedures and
transmission procedures. Manufacturer and Distributor shall abide by the
communication standards to which they agree and such standards shall be subject
to the terms of this Agreement.

     2.2 ORDER ACCEPTANCE AND PROCESSING. Upon acceptance of an order by
Manufacturer in the manner that the parties have agreed for Electronic Data
Interchange ("EDI"), such order shall be binding on Manufacturer. If a dispute
arises regarding the time of the formation of a contract due to discrepancies
between Manufacturer's and Distributor's computer records, the parties shall
promptly designate representatives to meet and in good faith attempt to resolve
the dispute in a

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manner satisfactory to both parties. Manufacturer shall employ its reasonable
best efforts to fill Distributor's orders within 15 days of acceptance and shall
allot available inventories to permit Distributor to have first priority in
filling its respective orders to customers located in the Territory. Distributor
will provide Manufacturer with forecasts of its expected orders on a quarterly
basis, or at such other time as Manufacturer shall reasonably request, so that
Manufacturer will have a basis to determine its production needs. Distributor
and Manufacturer agree that all shipping dates shall be firm and shall be
computed from the date that an order is accepted by Manufacturer.

     2.3 PRICE LISTS. Manufacturer shall maintain and publish a wholesale price
list for the Products. The price list shall remain firm for 180 days.
Manufacturer may adjust the price list from time to time during the Term upon 30
days' prior notice to Distributor. The new prices shall be effective on the
later of (a) the 30th day following the date of the notice, or (b) the effective
date set forth in the notice. Any orders placed by Distributor prior to the
effective date for the new prices will be at the lower of (a) price in effect
prior to the effective date of the notice, or the (b) the price set forth in the
notice.

     2.4 DELIVERY; SHIPPING COST; RISK OF LOSS. Manufacturer shall ship the
Products with UCC128 labeling provided by Distributor. In connection with
shipments, Manufacturer shall provide Advance Shipment Notices upon
implementation of EDI transactions. All prices set forth on the product list
will be F.O.B. Greeneville, South Carolina and Norwalk, California, or such
other locations as may become additional manufacturing locations.

     2.5 TERMS OF PAYMENT. Distributor shall pay for all Products purchased by
it from Manufacturer within 30 days following the receipt of Manufacturer's
invoice. If Distributor credits a customer who returns any of the Products due
to manufacturing defects, Manufacturer shall credit Distributor with the amount
of such return within five days of return of the defective products to
Manufacturer.


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3.  OBLIGATIONS OF MANUFACTURER.

     3.1 REGISTRATION FOR INTELLECTUAL PROPERTY. Manufacturer shall register the
patents, know-how, trade secrets, and other proprietary information
(collectively, "Patents") and trademarks ("Trademarks") that Manufacturer uses
in connection with the Products with all appropriate governmental agencies.
Manufacturer shall bear all expenses relating to the registration of Patents and
Trademarks as well as the making of any filing or obtaining any approvals for
the use of such Patents and Trademarks by Distributor. Manufacturer shall grant
Distributor a license to use its Trademark and Patents.

     3.2 PRODUCT WARRANTY; LIMITATIONS; REMEDIES. Manufacturer warrants to
Distributor that the Products shall be free from defects in materials and
workmanship. Manufacturer shall repair or replace any defective Products. All
authorized warranty repairs and service will be performed by Manufacturer in a
timely manner. OTHER THAN THE EXPRESS WARRANTY SET FORTH ABOVE, MANUFACTURER
MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH
RESPECT TO THE PRODUCTS.

    3.3  INTELLECTUAL PROPERTY WARRANTY.

            (a) Manufacturer represents and warrants to Distributor that
Manufacturer lawfully possesses and owns all Patents and Trademarks and other
intellectual properties, or has otherwise obtained a license to use such rights
in connection with the Products and to perform all its obligations under this
Agreement free and clear of any limitations on the ownership or other
restrictions that would in any manner prevent Distributor, or any of its
respective customers from using the Products without payment of any obligation
to any third-party.

            (b) Manufacturer shall indemnify Distributor, its sub-distributors
and their respective directors, officers and employees (collectively, the
"Indemnitees") against, and hold all of the

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Indemnitees harmless from, any loss, claim, liability, deficiency, action,
arbitration, audit, hearing, investigation, litigation, or suit (whether civil,
criminal, administrative, investigative, or informal), demand, assessments,
orders, costs and other expenses (including reasonable attorneys' and accounting
fees) of any nature and of any kind whatsoever, arising out of or resulting from
any Indemnitee's use of any of the Patents and Trademarks of Manufacturer in the
Territory. If litigation involving the Patents or Trademarks is instituted or
threatened against any of the Indemnitees for its use thereof within the
Territory, Distributor shall notify Manufacturer promptly. Manufacturer, at its
expense, shall diligently defend against any such claim or litigation.
Distributor agrees to execute any documents, and to render any assistance
(exclusive of monetary assistance) as reasonably may be reasonably requested in
conducting the defense of any such claim or litigation related to the Patents or
Trademarks.

    3.4 INFRINGEMENT ACTIONS. If Distributor discovers or learns of any
infringing use of Patents or Trademarks, Distributor shall notify Manufacturer
promptly and Manufacturer shall prosecute any such infringing use of the Patents
or Trademarks. In the prosecution of such infringing use, Manufacturer shall
make prompt demand upon the infringer to cease and desist the infringing use of
the Patents or Trademarks. In such event, Distributor agrees to execute any
documents and to render any assistance (exclusive of monetary assistance) as may
reasonably be requested in conducting the prosecution of any such claim or
litigation, but all costs and expenses related thereto shall be borne entirely
by Manufacturer.

    3.5 INSURANCE. Manufacturer, at its expense, shall procure and maintain in
full force and effect during the Term an insurance policy or policies protecting
Distributor and Manufacturer, and Distributor's officers, directors and
employees, against any loss, liability, product liability, personal injury,
death, and for one year afterwards, property damage or expense whatsoever
arising or occurring upon or in connection with the acts or omissions of
Manufacturer, the use and operation of the Products, or its employees and agents
in connection with the performance of its obligations under this Agreement.
Distributor shall be named as an additional insured on such policy or policies,
as its interest may appear. To the extent obtainable, all policies shall contain
a provision that such policies shall not be canceled except on 30 days' prior
notice to Distributor.

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Such policy or policies shall be written by a responsible insurance company
satisfactory to Distributor in such amounts and with such deductibles as are
reasonably acceptable to Distributor.

    3.6 CONFIDENTIAL INFORMATION. During the term, Manufacturer shall hold in
confidence and not use for any purpose or disclose to any person except as
otherwise reasonably required to perform its obligations hereunder, any
proprietary secret or confidential information relating to Distributor,
Distributor's marketing activities, processes, products, machinery, apparatus or
trade secrets or any other confidential information given to, obtained or
learned by Manufacturer, its agents or employees in the course of or as a result
of performing its obligations under this Agreement (the "Distributor
Confidential Information"). Manufacturer shall instruct its employees of the
obligation of confidence imposed by this Agreement. The obligations of
confidentiality shall not apply to information that: (a) was known by
Manufacturer at the time of receipt; (b) was in the public domain at the time of
receipt; (c) becomes public through no fault of Manufacturer; (d) Manufacturer
legitimately learns from third parties who are under no obligation of
confidentiality with respect to the information, or (e) is required by
applicable law to be divulged.

    3.7 INDEMNIFICATION BY MANUFACTURER. Manufacturer shall indemnify
Distributor, its officers, directors, employees, agents and assigns against, and
hold all of them harmless from, (a) all liabilities, obligations, losses,
damages, judgments, claims, deficiencies, penalties, taxes and other charges
incurred by Distributor arising out of or resulting from Manufacturer's perfor
mance of Manufacturer's obligations under this Agreement, including, but not
limited to, claims under product warranty, product liability or infringements on
Patents and Trademarks, or from any default in the performance by Manufacturer
of Manufacturer's obligations hereunder and (b) all costs and expenses
reasonably related to the foregoing, including attorneys', accountants' and
expert witnesses' fees, costs of investigations, court costs and other
litigation expenses.


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4.  OBLIGATIONS OF DISTRIBUTOR.

    4.1 SALES OF PRODUCTS. Distributor will use commercially reasonable means
during the Term to actively promote, sell and distribute the Products within the
Territory.

    4.2 CONDUCT OF SALES ACTIVITIES; QUALIFICATION TO DO BUSINESS. Distributor
shall conduct all sales activity in connection with the Products in a lawful
manner, consistent with commercially reasonable standards of fair trade, fair
competition and business ethics.

    4.3 CONFIDENTIAL INFORMATION. During the Term, Distributor shall hold in
confidence and not use for any purpose or disclose to any person except as
otherwise reasonably required to perform its obligations hereunder, any
proprietary secret or confidential information relating to Manufacturer or the
Products, Manufacturer's marketing activities, processes, Products, machinery,
apparatus or trade secrets or any other confidential information given to,
obtained or learned by Distributor, its agents or employees in the course of or
as a result of performing its obligations under this Agreement (the
"Manufacturer Confidential Information"). Distributor shall instruct its
employees of the obligation of confidence imposed by this Agreement. The
obligations of confidentiality shall not apply to any information that: (a) was
known by Distributor at the time of receipt; (b) was in the public domain at the
time of receipt; (c) becomes public through no fault of Distributor; (d)
Distributor legitimately learns from third parties who are under no obligation
of confidentiality with respect to the information, or; (e) is required by
applicable law to be divulged.

    4.4 INDEMNIFICATION BY DISTRIBUTOR. Distributor shall indemnify
Manufacturer, its officers, directors, employees, agents and assigns against,
and hold all of them harmless from, (a) all liabilities, obligations, losses,
damages, judgments, claims, deficiencies, penalties, taxes and other charges
incurred by Manufacturer arising out of or resulting from Distributor's
performance of Distributor's obligations under this Agreement or from any
default in the performance by Distributor of Distributor's obligations hereunder
and (b) all costs and expenses reasonably related

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to the foregoing, including attorneys', accountants' and expert witnesses' fees,
costs of investigations, court costs and other litigation expenses.

5. REPRESENTATIONS AND WARRANTIES OF THE PARTIES.

    5.1 REPRESENTATIONS AND WARRANTIES OF MANUFACTURER. Manufacturer hereby
represents and warrants to Distributor as follows:

            (a) Manufacturer is duly organized, validly existing and in good
standing under the Laws of South Carolina.

            (b) This Agreement has been duly executed and delivered by
Manufacturer and constitutes its legal, valid and binding obligation enforceable
in accordance with the terms of this Agreement. Manufacturer has full power and
authority, corporate or otherwise, to enter into and deliver this Agreement and
perform the transactions described herein.

            (c) All consents, approvals, resolutions, authorizations, actions or
orders, including those which must be obtained from governmental agencies or
authorities, required of Manufac turer for the authorization, execution and
delivery of, and for the performance by Manufacturer of the obligations set
forth in this Agreement have been obtained.

            (d) This Agreement and Manufacturer's fulfillment of and compliance
with this Agreement's terms and provisions hereof do not (1) conflict with or
violate any (A) judicial or administrative order, award, judgment or decree
applicable to Manufacturer, (B) any term, condition or provision of the
corporate charter, by-laws or regulations governing the organization or
existence of Manufacturer, or (C) any instrument, mortgage, agreement, contract
or restriction to which Manufacturer is a party, or by which it is bound, or (2)
require the approval, consent or authorization of any court, tribunal or
judicial authority, or any creditor of Manufacturer, or any other person or
entity.


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            (e) Manufacturer is not under any legal obligation, requirement or
restriction to any competitor of Distributor or others that might conflict in
any manner with the terms of this Agreement or the performance of Manufacturer's
obligations hereunder.

    5.2 REPRESENTATIONS AND WARRANTIES OF DISTRIBUTOR. Distributor hereby
represents and warrants to Manufacturer as follows:

            (a) Distributor is duly organized, validly existing and in good
standing under the Laws of the State of Delaware.

            (b) This Agreement has been duly executed and delivered by
Distributor and constitutes its legal, valid and binding obligation enforceable
in accordance with the terms of this Agreement. Distributor has full power and
authority, corporate or otherwise, to enter into and deliver this Agreement and
perform the transactions described herein.

            (c) All consents, approvals, resolutions, authorizations, actions or
orders, including those which must be obtained from governmental agencies or
authorities, required of Distributor for the authorization, execution and
delivery of, and for the performance by Distributor of the obligations set forth
in this Agreement have been obtained.

            (d) This Agreement and Distributor's fulfillment of and compliance
with this Agreement's terms and provisions hereof do not (1) conflict with or
violate any (A) judicial or administrative order, award, judgment or decree
applicable to Distributor, (B) any term, condition or provision of the corporate
charter, by-laws or regulations governing the organization or existence of
Distributor, or (C) any instrument, mortgage, agreement, contract or restriction
to which Distributor is a party, or by which it is bound, or (2) require the
approval, consent or authorization of any court, tribunal or judicial authority,
or any creditor of Distributor, or any other person or entity.


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            (e) Distributor is not under any legal obligation, requirement or
restriction to any competitor of Manufacturer or others that might conflict in
any manner with the terms of this Agreement or the performance of Distributor's
obligations hereunder.

6. TERM. The term of this Agreement shall commence on the date hereof and expire
on the third anniversary of such date, unless terminated sooner as provided in
this Agreement (the "Initial Term"), and shall automatically be renewed for
consecutive renewal periods of three years ("Successive Terms") unless either
party delivers notice at least 60 days prior to the expiration of the Initial
Term or any Successive Term of the notifying party's intent not to renew the
Agreement. Notwithstanding anything to the contrary, the parties agree to a
one-time review of the relationship established under this Agreement after the
first year and, should either party notify the other party of its desire to
terminate this Agreement, to in good faith negotiate terms for winding up the
relationship and terminating this Agreement; provided, however, that this
Agreement shall remain in effect until the terms are agreed upon by the parties.
The Initial Term and each Successive Term for which this Agreement has been
renewed is hereinafter referred to as the "Term."

7.  DEFAULT AND TERMINATION.

    7.1 TERMINATION BY MANUFACTURER WITHOUT NOTICE. Distributor shall be in
default under this Agreement, and all rights granted Distributor under this
Agreement (except for those rights and obligations set forth in Section 8) shall
automatically terminate without notice to Distributor if:

            (a) Distributor makes a general assignment for the benefit of
creditors;

            (b) A petition in bankruptcy is filed by Distributor or such a
petition is filed against and consented to by Distributor and remains in effect
for at least 60 days;


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            (c) A bill in equity or other proceeding for the appointment of a
receiver of Distributor or any custodian for Distributor's business or assets is
filed and consented to by Distributor and remains in effect for at least 60
days; and

            (d) A proceeding for the composition with creditors under any state
or federal law should be instituted by or against Distributor and remains in
effect for at least 60 days.

    7.2 TERMINATION BY MANUFACTURER WITH NOTICE. Distributor shall be in default
and Manufacturer may terminate this Agreement and all rights granted Distributor
under this Agreement (except for those rights and obligations set forth in
Section 8) upon delivery of notice to Distributor upon the occurrence of any of
the following events:

            (a)  If Distributor ceases to operate or otherwise abandons its
business; or

            (b) If Distributor materially fails to perform any of its
obligations under this Agreement and fails to remedy such deficiency within 30
days, or such longer period as applicable law may require, after its receipt
from Manufacturer of a notice, which specifies the deficiencies and lists the
steps that must be taken by Distributor to correct such deficiency.

    7.3 TERMINATION BY DISTRIBUTOR WITHOUT NOTICE. Manufacturer shall be in
default under this Agreement, and all rights granted Manufacturer under this
Agreement (except for those rights and obligations set forth in Section 8) shall
automatically terminate without notice to Manufacturer if:

            (a) Manufacturer makes a general assignment for the benefit of
creditors;

            (b) A petition in bankruptcy is filed by Manufacturer or such a
petition is filed against and consented to by Manufacturer and remains in effect
for at least 60 days;


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            (c) A bill in equity or other proceeding for the appointment of a
receiver of Manufacturer or any custodian for Manufacturer's business or assets
is filed and consented to by Span America and remains in effect for at least 60
days; and

            (d) A proceeding for the composition with creditors under any state
or federal law should be instituted by or against Manufacturer and remains in
effect for at least 60 days.

    7.4 TERMINATION BY DISTRIBUTOR WITH NOTICE. Manufacturer shall be in default
and Distributor may terminate this Agreement, and all rights granted Distributor
under this Agreement (except for those rights and obligations set forth in
Section 8) upon delivery of notice to Manufacturer upon the occurrence of any of
the following events:

            (a) If Manufacturer ceases to operate or otherwise abandons its
business; or

            (b) If Manufacturer materially fails to perform any of its
obligations under this Agreement and fails to remedy such deficiency within 30
days or such longer period as applicable law may require, after its receipt from
Distributor of a notice, which specifies the deficiencies and lists the steps
that must be taken by Manufacturer to correct such deficiency.

8. RIGHTS AND OBLIGATIONS UPON TERMINATION OF AGREEMENT . Upon early termination
or expiration of this Agreement, all orders for Products that were accepted by
Manufacturer prior to termination or expiration shall be binding on the parties.
Upon early termination or expiration of this Agreement, Manufacturer may
negotiate with Distributor for the repurchase of any remaining Products held by
Distributor at the time of termination or expiration. Notwithstanding the
foregoing, in the event the Manufacturer does not repurchase the Products in
Distributor's possession within 15 days following the termination or expiration
of this Agreement for any reason, Distributor shall have the right to sell the
remaining inventory of the Products for 12 months. Distributor shall also have
the right to use the Patents and Trademarks and Manufacturer Confidential
Information associated with the Products during this period.


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9. INDEPENDENT CONTRACTOR RELATIONSHIP. Distributor agrees that, regarding all
matters relating to this Agreement, it shall be deemed to be an independent
contractor and shall bear all of its own expenses in connection with this
Agreement. Distributor shall have no authority, whether express or implied, to
assume or create any obligation on behalf of Manufacturer nor shall Distributor
issue or cause to be issued any quotation or draft of any letters or documents
over the name of Manufacturer, but rather shall use its own name for such
purposes. Nothing contained in this Agreement shall be construed to (a) give
either party the power to direct and control the day-to-day activities of the
other, (b) constitute the parties as partners, joint venturers, co-owners or
otherwise as participants in a joint or common undertaking, or (c) constitute
Distributor, its agents or employees as the agents or employees of Manufacturer
or grant them any power or authority to act for, bind or otherwise create or
assume any obligation on behalf of Manufacturer for any purpose whatever.

10.  MISCELLANEOUS PROVISIONS.

    10.1 FORCE MAJEURE. The performance of each party's obligations under this
Agreement is subject to all contingencies beyond the control of the party or its
suppliers, including force majeure, strikes, labor disputes, floods, fire, civil
commotion, embargoes, quotas, shortage of labor, or government action, including
price controls, currency controls, and the parties accordingly are relieved of
any obligation to each other for damages that may result from such
contingencies; provided, however, that the parties shall perform their
obligations to the maximum extend and as soon as possible.

    10.2 NOTICES. All notices, requests, demands and other communications
required or permitted to be given or made under this Agreement shall be in
writing, and shall be deemed to have been given (a) on the date of personal
delivery or transmission by confirmed facsimile transmission, or (b) on the
third business day following the date of deposit in the United States mail,
postage prepaid, by registered or certified mail, return receipt requested, or
(c) on the first business day following the date of delivery to a
nationally-recognized overnight courier service,

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in each case, addressed as follows, or to such other person or entity as either
party shall designate by notice to the other in accordance herewith:

                                If to Manufacturer:   Jim Ferguson, President
                                                      Span-America
                                                      70 Commerce Center
                                                      Greenville, S.C. 29615



                                If to Distributor:    Christian F. Rapp
                                                      Louisville Bedding Company
                                                      10400 Bunsen Way
                                                      Louisville, KY  40299

    10.3 ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the entire
understanding between the parties regarding its subject matter. It supersedes
all prior or contemporaneous written or oral negotiations and agreements between
them regarding its subject matter. This Agreement may be amended only in
writing, signed by Manufacturer and Distributor.

    10.4 SEVERABILITY. If any provision of this Agreement is determined to be
invalid or unenforceable, the provision held invalid or unenforceable shall be
deemed to be severable from the remainder of the Agreement and shall not cause
the invalidity or unenforceability of the remainder of the Agreement.

    10.5 ASSIGNABILITY. Neither this Agreement, nor any of the rights or duties
of either party hereunder, may be assigned by either of the parties hereto
without prior written consent of the other party. Any merger, reorganization or
consolidation of Distributor shall not be deemed an assignment.

    10.6 NO IMPLIED WAIVERS. No waiver by either party of any failure of the
other party to keep or perform any provision, covenant or condition of this
Agreement shall be deemed to be a waiver of any preceding or succeeding breach
of the same provision or a waiver of any other provision, covenant or condition.
All rights and remedies granted herein or referred to in this

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Agreement are cumulative. If any party resorts to any one remedy, it shall not
be precluded from resorting to any other right or remedy provided it by law.

    10.7 GOVERNING LAW. This Agreement, and the parties' respective rights
hereunder, shall be governed exclusively by, and construed and enforced in
accordance with, the Laws of the Commonwealth of Kentucky.

    10.8 CONSTRUCTION AND INTERPRETATION OF THE AGREEMENT.

            (a) All captions in this Agreement are intended solely for the
convenience of the parties, and none shall be deemed to affect the meaning or
construction of any provision hereof.

            (b) All references herein to the masculine, neuter, or singular
shall be construed to include the masculine, feminine, neuter, or plural, where
applicable.

            (c) When used in this Agreement, the word "including" shall have its
normal, common meaning and any list of items following such word shall not be
deemed to represent a complete list of the contents of the referent of the
subject.

    10.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

    IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
date first written above.


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                                                                  APRIL 27, 1999

                                      -15-

<PAGE>   19

                                            LOUISVILLE BEDDING COMPANY

                                            By: /s/ Christian H. Rapp
                                                --------------------------------
                                            Title: Sr. V.P. & CFO
                                                   -----------------------------
                                                        ("Distributor")


                                            SPAN-AMERICA MEDICAL SYSTEMS, INC.

                                            By: /s/ James D. Ferguson
                                                --------------------------------
                                            Title: President/CEO
                                                   -----------------------------
                                                         ("Manufacturer")




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                                                                  APRIL 27, 1999

                                      -16-