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                                                                   Exhibit 10.12

                                Tempur World Inc.

                     EMPLOYMENT AND NONCOMPETITION AGREEMENT

THIS AGREEMENT is executed as of this 11 day of July 2003, by and between
Tempur-World, Inc. (the "Company"), and Dale Williams, an individual
("Employee").

                                    RECITALS

The Company desires to employ Employee, and Employee desires to be employed by
the Company, on the terms and conditions set forth herein.

The parties believe it is in their best interests to make provision for certain
aspects of their relationship during and after the period in which Employee is
employed by the Company.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the Company and
Employee,

     IT IS HEREBY AGREED AS FOLLOWS:

                                    ARTICLE I

                                   EMPLOYMENT

     1.1 Term of Employment. The Company employs Employee, and Employee accepts
employment by the Company, for the period commencing on July 7, 2003, and ending
on July 6, 2004, subject to earlier termination following the initial Employment
Term, as hereinafter set forth in Article III (the "Employment Term"). Following
the expiration of the Employment Term, the Employment Term shall be
automatically renewed for successive one-year periods (collectively, the
"Renewal Terms"; individually, a "Renewal Term") unless, at least 90 days prior
to the expiration of the Employment Term or the then current Renewal Term,
either party provides the other with a written notice of intention not to renew,
in which case the Employee's employment with the Company, and the Company's
obligations hereunder, shall terminate as of the end of the Employment Term or
said Renewal Term, as applicable; provided, however, that Employee shall agree
to continue his employment hereunder at the option of the Company for a period
of 3 months following written notice by either party of intention to terminate
or not to renew. Except as otherwise expressly provided herein, the terms of
this Agreement during any Renewal Term shall be the same as the terms in effect
immediately prior to such renewal, subject to any such changes or modifications
as mutually may be agreed between the parties as evidenced in a written
instrument signed by both the Company and Employee.

     1.2 Position and Duties. Employee shall be employed in the position of
Senior Vice President and Chief Financial Officer or such other executive
position as may be assigned from time to time by the Company's Chief Executive
Officer. In such capacity, Employee shall be subject to the authority of, and

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shall report to, the Company's Chief Executive Officer. Employee's duties and
responsibilities shall be as generally described in the letter agreement dated
July 7, 2003, incorporated herein by this reference (the "Letter Agreement"),
and shall include all those customarily attendant to such position and such
other duties and responsibilities as may be assigned from time to time by the
Chief Executive Officer. Employee shall devote Employee's entire business time,
loyalty, attention and energies exclusively to the business interests of the
Company while employed by the Company, and shall perform his duties and
responsibilities diligently and to the best of his ability.

                                   ARTICLE II

                         COMPENSATION AND OTHER BENEFITS

     2.1 Base Salary. The Company shall pay Employee an initial annual salary of
$225,000.00 ("Base Salary"), payable in accordance with the normal payroll
practices of the Company. The Employee's Base Salary will be reviewed and be
subject to adjustment by the Board of Directors on or about January 1 of each
year beginning with January 1, 2004.

     2.2 Performance Bonus. Employee will be eligible to earn an annual
performance-based bonus based on a formula approved by the Company's Board of
Directors for each full or pro-rata portion of the fiscal year during which
Employee is employed by the Company (a "Bonus Year"), the terms and conditions
of which as well as Employee's entitlement thereto shall be determined annually
in the sole discretion of the Company's Board of Directors (the "Performance
Bonus"). The amount of the Performance Bonus will vary based on the achievement
of performance criteria in the fonnula established by the Company's Board of
Directors, but the formula will be set to target a Performance Bonus equal to
30% of Base Salary as of January 1st of the Bonus Year if the performance
criteria in the formula are met. The Company's Annual Performance Bonus Program
is generally described in the Letter Agreement.

     2.3 Benefit Plans. Employee will be eligible to participate in the
Company's retirement plans that are qualified under Section 401 (a) of the
Internal Revenue Code of 1986, as amended, and in the Company's welfare benefit
plans that are generally applicable to all executive employees of the Company
(the "Plans"), in accordance with the terms and conditions thereof.

     2.4 Expenses. The Company shall reimburse Employee for all authorized and
approved expenses incurred in the course of the performance of Employee's duties
and responsibilities pursuant to this Agreement and consistent with the
Company's policies with respect to travel, entertainment and miscellaneous
expenses, and the requirements with respect to the reporting of such expenses.

     2.5 Automobile Allowance. The Company shall pay to Employee an automobile
allowance of $600.00 per month..

     2.6 Vacation. Employee shall be entitled to 15 vacation days in any
calendar year to be taken in accordance with the Company's general vacation
policies for similarly situated executive employees.

     2.7 Grant of Stock Options. Employee shall be granted options to purchase
1,000 shares of the Class B-1 Voting Common Stock of TWI Holdings, Inc. for a
purchase price per share equal to the fair

                                                                    Page 2 of 10

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market value per share of Class B-1 Voting Common Stock of TWI Holdings, Inc. on
the date hereof (as determined by the Board of Directors of TWI Holdings, Inc.,
currently estimated to be $1,250 per share), pursuant to a Stock Option
Agreement between TWI Holdings, Inc. and Employee. On the first anniversary of
the date hereof, 25% of the options shall become vested, and quarterly
thereafter, 6.25% of the options shall become vested, such that all of the
options shall be vested on and after the fourth anniversary of the date hereof.
Such options, and any shares issued upon exercise of such options, shall be
subject to certain termination and repurchase rights of TWI Holdings, Inc. upon
termination of employment of Employee, and shall be subject to restrictions on
transfer as set forth in the Stock Option Agreement, the Stock Repurchase
Agreement attached thereto as an exhibit and the Stockholder Agreement among TWI
Holdings, Inc. and its stockholders. Future options may be granted as determined
by the Board of Directors of TWI Holdings, Inc.

     2.8. Additional Benefits. The Company shall provide Employee with a
Relocation Package and Major Company Paid Benefits as described in the Letter
Agreement.

                                   ARTICLE III

                                   TERMINATION

     3.1 Right to Terminate; Automatic Termination

          (a) Termination by Company Without Cause. Subject to Section 3.2, the
     Company may terminate Employee's employment and all of the Company's
     obligations under this Agreement at any time and for any reason.

          (b) Termination by Employee for Good Reason. Subject to Section 3.2,
     Employee may terminate his employment obligation hereunder (but not his
     obligation under Article IV hereof) for "Good Reason" (as hereinafter
     defined) if Employee gives written notice thereof to the Company (which
     notice shall specify the grounds upon which such notice is given) and the
     Company fails, within 30 days of receipt of such notice, to cure or rectify
     the grounds for such Good Reason termination set forth in such notice.
     "Good Reason" shall mean any of the following: (i) relocation of Employee's
     principal workplace over 60 miles from the Company's existing workplaces
     without the consent of Employee (which consent shall not be unreasonably
     withheld, delayed or conditioned), or (ii) the Company's material breach of
     the Agreement which is not cured within 30 days after receipt by the
     Company from Employee of written notice of such breach.

          (c) Termination by Company For Cause. Subject to Section 3.2, the
     Company may terminate Employee's employment and all of the Company's
     obligations under this Agreement at any time "For Cause" (as defined below)
     by giving notice to Employee stating the basis for such termination,
     effective immediately upon giving such notice or at such other time
     thereafter as the Company may designate. "For Cause" shall mean any of the
     following: (i) Employee's willful and continued failure to substantially
     perform the reasonably assigned duties with the Company which are
     consistent with Employee's position and job description referred to in this
     Agreement, other than any such failure resulting from incapacity due to
     physical or mental illness, after a written notice is delivered to Employee
     by the Board of Directors of the Company which specifically identifies the
     manner in which Employee has not substantially performed the assigned
     duties, (ii) Employee's willful engagement in illegal conduct which is
     materially and demonstrably injurious to the Company, (iii) Employee's
     conviction by a court of competent

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     jurisdiction of, or his pleading guilty or nolo contendere to, any felony,
     or (iv) Employee's commission of an act of fraud, embezzlement, or
     misappropriation against the Company, including, but not limited to, the
     offer, payment, solicitation or acceptance of any unlawful bribe or
     kickback with respect to the Company's business. For purposes of this
     paragraph, no act, or failure to act, on Employee's part shall be
     considered "willful" unless done, or omitted to be done, in knowing bad
     faith and without reasonable belief that the action or omission was in, or
     not opposed to, the best interests of the Company. Any act, or failure to
     act, expressly authorized by a resolution duly adopted by the Board of
     Directors or based upon the advice of counsel for the Company shall be
     conclusively presumed to be done, or omitted to be done, in good faith and
     in the best interests of the Company. Notwithstanding the foregoing,
     Employee shall not be deemed to have been terminated For Cause unless and
     until there shall have been delivered to Employee a copy of a resolution,
     duly adopted by the affirmative vote of not less than a majority of the
     entire membership of the Board of Directors at a meeting of the Board
     called and held for such purpose (after reasonable notice to Employee and
     an opportunity for Employee, together with Employee's counsel, to be heard
     before the Board), finding that in the good faith opinion of the Board of
     Directors Employee committed the conduct set forth above in (i), (ii),
     (iii) or (iv) of this Section and specifying the particulars thereof in
     detail.

          d) Termination Upon Death or Disability. Subject to Section 3.2,
     Employee's employment and the Company's obligations under this Agreement
     shall terminate: (1) automatically, effective immediately and without any
     notice being necessary, upon Employee's death; and (ii) in the event of the
     disability of Employee, by the Company giving notice of termination to
     Employee. For purposes of this Agreement, "disability" means the inability
     of Employee, due to a physical or mental impairment, for 90 days (whether
     or not consecutive) during any period of 360 days, to perform, with
     reasonable accommodation, the essential functions of the work contemplated
     by this Agreement. In the event of any dispute as to whether Employee is
     disabled, the matter shall be detemlined by the Company's Board of
     Directors in consultation with a physician selected by the Company's health
     or disability insurer or another physician mutually satisfactory to the
     Company and the Employee. The Employee shall cooperate with the efforts to
     make such determination or be subject to immediate discharge. Any such
     determination shall be conclusive and binding on the parties. Any
     determination of disability under this Section 3.1 is not intended to alter
     any benefits any party may be entitled to receive under any long-term
     disability insurance policy carried by either the Company or Employee with
     respect to Employee, which benefits shall be governed solely by the terms
     of any such insurance policy. Nothing in this subsection shall be construed
     as limiting or altering any of Employee's rights under State workers
     compensation laws or State or Federal Family and Medical Leave laws.

     3.2 Rights Upon Termination.

          (a) Section 3.1(a) and 3.1(b) Termination. If Employee's employment
     terminates pursuant to Section 3.1(a) or 3.1(b) hereof, Employee shall have
     no further rights against the Company hereunder, except for the right to
     receive, following execution of a release and waiver in form satisfactory
     to the Company, (i) any unpaid Base Salary, the value of any accrued but
     unused vacation, a pro-rata portion (based on the number of days of the
     Bonus Year prior to the effective date of termination) of any Performance
     Bonus that would be payable with respect to

                                                                    Page 4 of 10

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     the Bonus Year in which the termination occurs and any stock options to
     which the Employee is entitled under the Stock Option Agreement, (ii)
     payment of Base Salary for a period of Six (6) months (the "Severance
     Period"), payable in accordance with the normal payroll practices of the
     Company, (iii) reimbursement of expenses to which Employee is entitled
     under Section 2.4 hereof, and (iv) continuation of the welfare plans of the
     Company as detailed in Paragraph 2.3 hereof for the duration of the
     Severance Period.

          (b) Section 3.1(c) and 3.1(d) Termination. If Employee's employment is
     terminated pursuant to Sections 3.1(c) or 3.1(d) hereof, or if Employee
     quits employment (other than for Good Reason) notwithstanding the terms of
     this Agreement, Employee or Employee's estate shall have no further rights
     against the Company hereunder, except for the right to receive, following
     execution of a release and waiver in form satisfactory to the Company, (i)
     any unpaid Base Salary and in the case of 3.1 (d) hereof, the value of any
     accrued but unused vacation, a pro- rata portion (based on the number of
     days of the Bonus Year prior to the effective date of termination) of any
     Performance Bonus that would be payable with respect to the Bonus Year in
     which the termination occurs, and any stock options to which the Employee
     is entitled under the Stock Option Agreement, and (ii) reimbursement of
     expenses to which Employee is entitled under Section 2.4 hereof.

                                   ARTICLE IV

                CONFIDENTIALITY; NONCOMPETITION; NONSOLICITATION

     4.1 Covenants Regarding Confidential Information. Trade Secrets and Other
Matters. Employee covenants and agrees as follows:

          (a) Definitions. For purposes of this Agreement, the following terms
     are defined as follows:

               (1) "Trade Secret" means all information possessed by or
          developed for the Company or any of its subsidiaries, including,
          without limitation, a compilation, program, device, method, system,
          technique or process, to which all of the following apply: (i) the
          information derives independent economic value, actual or potential,
          from not being generally known to, and not being readily ascertainable
          by proper means by, other persons who can obtain economic value from
          its disclosure or use and (ii) the information is the subject of
          efforts to maintain its secrecy that are reasonable under the
          circumstances.

               (2) "Confidential Information" means information, to the extent
          it is not a Trade Secret, which is possessed by or developed for the
          Company or any of its subsidiaries and which relates to the Company's
          or any of its subsidiaries' existing or potential business or
          technology, which information is generally not known to the public and
          which information the Company or any of its subsidiaries seeks to
          protect from disclosure to its existing or potential competitors or
          others, including, without limitation, for example:

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          business plans, strategies, existing or proposed bids, costs,
          technical developments, existing or proposed research projects,
          financial or business projections, investments, marketing plans,
          negotiation strategies, training information and materials,
          information generated for client engagements and information stored or
          developed for use in or with computers. Confidential Information also
          includes information received by the Company or any of its
          subsidiaries from others which the Company or any of its subsidiaries
          has an obligation to treat as confidential.

          (b) Nondisclosure of Confidential Information. Except as required in
     the conduct of the Company's or any of its subsidiaries' business or as
     expressly authorized in writing on behalf of the Company or any of its
     subsidiaries, Employee shall not use or disclose, directly or indirectly,
     any Confidential Information during the period of his employment with the
     Company. In addition, following the termination for any reason of
     Employee's employment with the Company, Employee shall not use or disclose,
     directly or indirectly, any Confidential Information. This prohibition does
     not apply to Confidential Information after it has become generally known
     in the industry in which the Company conducts its business. This
     prohibition also does not prohibit Employee's use of general skills and
     knowhow acquired during and prior to employment by the Company, as long as
     such use does not involve the use or disclosure of Confidential Information
     or Trade Secrets.

          (c) Trade Secrets. During Employee's employment by the Company,
     Employee shall do what is reasonably necessary to prevent unauthorized
     misappropriation or disclosure and threatened misappropriation or
     disclosure of the Company's or any of its subsidiaries' Trade Secrets and,
     after termination of employment, Employee shall not use or disclose the
     Company's or any of its subsidiaries' Trade Secrets as long as they remain,
     without misappropriation, Trade Secrets.

     4.2 Noncompetition.

          (a) During Employment. During Employee's employment hereunder,
     Employee shall not engage, directly or indirectly, as an employee, officer,
     director, partner, manager, consultant, agent, owner (other than a minority
     shareholder or other equity interest of not more than 1% of a company
     whose equity interests are publicly traded on a nationally recognized stock
     exchange or over-the-counter) or in any other capacity, in any competition
     with the Company or any of its subsidiaries.

          (b) Subsequent to Employment. For a two year period following the
     termination of Employee's employment for any reason or without reason,
     Employee shall not in any capacity (whether in the capacity as an employee,
     officer, director, partner, manager, consultant, agent or owner (other than
     a minority shareholder or other equity interest of not more than 1% of a
     company whose equity interests are publicly traded on a nationally
     recognized stock exchange or over-the-counter), directly or indirectly
     advise, manage, render or perform services to or for any person or entity
     which is engaged in a business competitive to that of the Company or any of
     its subsidiaries within any geographical location wherein the Company or
     any of its subsidiaries produces, sells or markets its goods and services
     at the time of such termination or within a one-year period prior to such
     termination.

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     4.3 Nonsolicitation. For a two year period following the termination of
Employee's employment for any reason or without reason. Employee shall not
solicit or induce any person who was an employee of the Company or any of its
subsidiaries on the date of Employee's termination or within three months prior
to leave his or her employment with the Company or any of its subsidiaries.

     4.4 Return of Documents. Immediately upon termination of employment,
Employee will return to the Company, and so certify in writing to the Company,
all the Company's or any of its subsidiaries' papers, documents and things,
including information stored for use in or with computers and software
applicable to the Company's and its subsidiaries' business (and all copies
thereof), which are in Employee's possession or under Employee's control,
regardless whether such papers, documents or things contain Confidential
Information or Trade Secrets.

     4.5 No Conflicts. To the extent that they exist, Employee will not disclose
to the Company any of Employee's previous employer's confidential information or
trade secrets. Further, Employee represents and warrants that Employee has not
previously assumed any obligations inconsistent with those of this Agreement and
that employment by the Company does not conflict with any prior obligations to
third parties.

     4.6 Agreement on Fairness. Employee acknowledges that: (i) this Agreement
has been specifically bargained between the parties and reviewed by Employee,
(ii) Employee has had an opportunity to obtain legal counsel to review this
Agreement, and (iii) the covenants made by and duties imposed upon Employee
hereby are fair, reasonable and minimally necessary to protect the legitimate
business interests of the Company, and such covenants and duties will not place
an undue burden upon Employee's livelihood in the event of termination of
Employee's employment by the Company and the strict enforcement of the covenants
contained herein.

     4.7 Equitable Relief and Remedies. Employee acknowledges that any breach of
this Agreement will cause substantial and irreparable harm to the Company for
which money damages would be an inadequate remedy. Accordingly, notwithstanding
the provisions of Article V below, the Company shall in any such event be
entitled to obtain injunctive and other forms of equitable relief to prevent
such breach and the prevailing party shall be entitled to recover from the
other, the prevailing party's costs (including, without limitation, reasonable
attorneys' fees) incurred in connection with enforcing this Agreement, in
addition to any other rights or remedies available at law, in equity, by statute
or pursuant to Article V below.

                                                                    Page 7 of 10

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                                    ARTICLE V

         AGREEMENT TO SUBMIT ALL EXISTING OR FUTURE DISPUTES TO BINDING
                                   ARBITRATION

     The Company and Employee agree that any controversy or claim arising out of
or related to this Agreement or Employee's employment with or termination by the
Company that is not resolved by the parties shall be settled by arbitration
administered by the American Arbitration Association under its National Rules
for the Resolution of Employment Disputes. Said arbitration shall be conducted
in Lexington, Kentucky. The parties further agree that the arbitrator may
resolve issues of contract interpretation as well as law and award damages, if
any, to the extent provided by the Agreement or applicable law. The parties
agree that the costs of the arbitrator's services shall be borne by the Company.
The parties further agree that the arbitrator's decision will be final and
binding and enforceable in any court of competent jurisdiction. In addition to
the A.A.A.'s Arbitration Rules and unless otherwise agreed to by the parties the
following rules shall apply:

     (a) Each party shall be entitled to discovery exclusively by the following
means: (i) requests for admission, (ii) requests for production of documents,
(iii) up to 15 written interrogatories (with any subpart to be counted as a
separate interrogatory), and (iv) depositions of no more than six individuals.

     (b) Unless the arbitrator finds that delay is reasonably justified or as
otherwise agreed to by the parties, all discovery shall be completed, and the
arbitration hearing shall commence within five months after the appointment of
the arbitrator.

     (c) Unless the arbitrator finds that delay is reasonably justified, the
hearing will be completed, and an award rendered within 30 days of commencement
of the hearing.

The arbitrator's authority shall include the ability to render equitable types
of relief and, in such event, any aforesaid court may enter an order enjoining
and/or compelling such actions or relief ordered or as found by the arbitrator.
The arbitrator also shall make a determination regarding which party's legal
position in any such controversy or claim is the more substantially correct (the
"Prevailing Party") and the arbitrator shall require the other party to pay the
legal and other professional fees and costs incurred by the Prevailing Party in
connection with such arbitration proceeding and any necessary court action.

Notwithstanding the foregoing provisions of this Article V, the parties
expressly agree that a court of competent jurisdiction may enter a temporary
restraining order or an order enjoining a breach of Article IV of this Agreement
without submission of the underlying dispute to an arbitrator. Such remedy shall
be cumulative and nonexclusive, and shall be in addition to any other remedy to
which the parties may be entitled.

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                                   ARTICLE VI

                               GENERAL PROVISIONS

     6.1 Notices. Any and all notices provided for in this Agreement shall be
given in writing and shall be deemed given to a party at the earlier of (i) when
actually delivered to such party, or (ii) when mailed to such party by
registered or certified mail (return receipt requested) or sent to such party by
courier, confirmed by receipt, and addressed to such party at the address
designated below for such party as follows (or to such other address for such
party as such party may have substituted by notice pursuant to this Section
5.1):

               (a) If to the Company   Tempur World, Inc.
                                       1713 Jaggie Fox Way
                                       Lexington, KY 40511
                                       Attention: President

               (b) If to Employee:     Mr. Dale Williams
                                       c/o Tempur World, Inc.
                                       1713 Jaggie Fox Way
                                       Lexington, KY 40511

     6.2 Entire Agreement. This Agreement contains the entire understanding and
the full and complete agreement of the parties.

     6.3 Amendment. This Agreement may be altered, amended or modified only in a
writing, signed by both of the parties hereto. Headings included in this
Agreement are for convenience only and are not intended to limit or expand the
rights of the parties hereto. References to Sections herein shall mean sections
of the text of this Agreement, unless otherwise indicated.

     6.4 Assignability. This Agreement and the rights and duties set forth
herein may not be assigned by either of the parties without the express written
consent of the other party. This Agreement shall be binding on and inure to the
benefit of each party and such party's respective heirs, legal representatives,
successors and assigns.

     6.5 Severability. If any court of competent jurisdiction determines that
any provision of this Agreement is invalid or unenforceable, then such
invalidity or unenforceability shall have no effect on the other provisions
hereof, which shall remain valid, binding and enforceable and in full force and
effect,

                                                                    Page 9 of 10

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and such invalid or unenforceable provision shall be construed in a manner so as
to give the maximum valid and enforceable effect to the intent of the parties
expressed therein.

     6.6 Waiver of Breach. The waiver by either party of the breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either party.

     6.7 Governing Law: Construction. This Agreement shall be governed by the
internal laws of the State of Kentucky, without regard to any rules of
construction concerning the party responsible for the drafting hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of this day
and year written above.

                                            COMPANY:

                                            TEMPUR WORLD, INC.


                                            By: /s/ Robert B. Trussell, Jr.
                                                --------------------------------

                                            Title: CEO
                                                   -----------------------------


                                            EMPLOYEE:


                                            /s/ Dale E. Williams
                                            ------------------------------------
                                            Dale E. Williams


                                            WITNESSED BY:


                                            /s/ Hugh B. Murphy
                                            ------------------------------------

Date: 7/11/03

[Remainder of Page Intentionally Left Blank]

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                             [LOGO] TEMPUR WORLD(TM)

                      ATTACHMENT TO DALE WILLIAMS AGREEMENT

                               "LETTER AGREEMENT"

Mr. Dale Williams                                                   July 3, 2003

Dear Dale,

On behalf of the Board of Directors, Tom Bryant, and the Tempur World
organization, I'm pleased to present you this offer to join the company as
Senior Vice President and Chief Financial Officer. We feel very strongly that
you will be a key addition to the company's success as we grow.

The following is a confirmation of the employment specifics as we discussed.
Please let me know if you have any questions on any of these items.

Employment Agreement: Pending your acceptance of the terms below, the company
will prepare an Employment and Non-Competition Agreement for your signature.
This document contains additional specifics concerning the terms and conditions
of your employment.

Position: Senior Vice President and Chief Financial Officer, Tempur World

Reports To: This position reports directly to the Chief Executive Officer,
Tempur World

Start Date: July 7, 2003.

Compensation: Your base salary will be $225,000

Annual Performance Bonus Program: The company's annual performance bonus is
based on a quantitative and qualitative formula approved by the Company's Board
of Directors. Specifically, 25% Sales, 25% EBITDA and 50% Board discretion. The
formula is set to target a bonus equal to 30% of your Base Salary as of January
1st of each year.

You are eligible to participate in the 2003 plan and your award level will be
prorated to your length of employment with the company.

The Sales and EBITDA segments are based on the current prorated 2003 forecast.
Eighty percent of these targets would equal zero bonus and 100% would equal the
target bonus of 30%. The bonuses are not capped i.e., if the actual sales and
EBITDA are 110% of plan, then a bonus of 110% of target percentage would be
achieved. For the discretionary element of the bonus, the Board will weigh other
items such as net working capital, free cash flow and other intangibles.

Salary Reviews: Your Base Salary will be reviewed and be subject to adjustment
by the Board of Directors on or about January 1 of each year beginning with
January 1, 2004.

Equity Incentive: 1000 stock options per Tempur World Stock Option Plan
(qualified) at a $1250 strike price (Fair Market Value to be confirmed by
valuation consultant so as to create no

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                             [LOGO] TEMPUR WORLD(TM)

income to you at issuance). Options vest 25% per year for four (4) years and are
then exercisable over 10 years. The vesting schedule is 25% in the first 12
months and 6.25% per quarter thereafter. Future options may be granted as
determined by the Board of Directors of Tempur World.

Auto Allowance: You'll receive an automobile allowance of $600.00 per month

Salary Continuation/Severance: Six months per the terms of your Employment
Agreement.

Relocation: Your relocation package is designed to make the transition to
Lexington as smooth as possible. It includes

..    Reimbursement of up to 6% Real Estate Commission on the sale of your
     primary residence

..    Usual and customary Closing Costs on the sale of your home

..    Full packing and transportation of typical household goods (booked by the
     company)

..    Furnished temporary housing in Lexington for up to 90 days (booked by the
     company)

..    Incidental travel expenses

..    One-time gross-up on the 2003 taxable portion of relocation reimbursements

..    Home Commute: The company agrees to provide you bi-weekly RT travel to
     Minneapolis, per the company's standard travel policy. All flights should
     be booked by TPI's travel desk.

Major Company Paid Benefits:

     .    Vacation - Fifteen (15) vacation days effective upon hire. Three Sick
          days are also part of the benefits package.

     .    Company paid life insurance equal to three times your base salary,
          capped at $250k, ADD, short-term and long-term disability insurance.
          You can also voluntarily buy additional Life Insurance and Long Term
          Disability coverage at attractive group rates.

     .    Company paid Health Insurance for the employee (employees currently
          pay $39.77 per biweekly pay period for employee plus spouse coverage).
          Additionally, you can enroll in our "Section 125", or Cafeteria plan.
          This allows you to deduct for certain benefits on a Pre-Tax basis
          i.e., using whole dollars.

     .    401K Retirement Plan whereby the Company will match dollar for dollar
          up to 3% of your savings and $.50 for each dollar of your savings on
          the 4th and 5th %. There is a oneyear waiting period before
          participation begins. You will receive more information on the plan
          closer to your entry date.

     .    Liberal Employee Purchase plan including a free Tempur-Pedic
          mattresses after 90 days employment and again on every employment
          anniversary!

     .    Nine paid holidays.

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                              [LOGO] TEMPUR WORLD(TM)

Job Description:

Responsibilities: The Chief Financial Officer will formulate and lead the firm's
overall financial plans and activities. This will include financial reporting
and controls, treasury, tax, investor and lender relations, strategic planning,
financial analysis, financial systems management, and budgeting. Specific
responsibilities include:

..    Focus on growing the business, optimizing existing systems, and bringing
     the financial picture into sharp focus.

..    Provide the strategic and financial leadership to position the company for
     a liquidity event, most likely through an IPO.

..    Act as a business partner to the Chief Executive Officer and a significant
     contributor to the strategic management of the firm.

..    Work with the CEO in coordinating the company's strategic planning process.
     Ensure that efficient and accurate financial forecasting, planning and
     capital budgeting systems are in place. Direct the preparation of realistic
     operating budgets and management reports. Develop costing systems and
     coordinate critical and ongoing financial analysis activities of the
     company's operations focusing on cost containment and asset maximization.

..    Present, analyze and interpret relevant financial data to the CEO, other
     line managers, and the Board of Directors. Develop financial performance
     measurements and make appropriate recommendations.

..    Develop and implement plans to optimize the corporation's capital structure
     and the financial strategies to support growth and development.

..    Direct all treasury activities, including maintaining and expanding
     relationships with commercial and investment banks.

..    Provides financial leadership in mergers and acquisitions, joint ventures,
     and partnerships including due diligence, deal structuring, negotiations,
     integration, etc.

..    Manage tax planning and reporting activities and provides a liaison with
     regulatory authorities.

..    Maintain a system of internal controls and audit procedures including
     managing the company's relationship with its outside audit firm.

..    Responsible for the development and management of the financial
     organization and professional staff.

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                              [LOGO] TEMPUR WORLD(TM)

Thank you again, Dale. I look forward to having you join the company.

To indicate your agreement with the essential terms of our offer I would
appreciate your signing as indicated below and returning this page via fax to
Hugh Murphy at: 859-514-5778.

Sincerely,

Bob Trussell, Chief Executive Officer


AGREED TO BY: ________________________ DATE: _____________

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