Mattress Discounters Corp Watch

from 10-Q ~20 pages Stock Purchase Agreement

from 10-Q ~5 pages Standstill Agreement Dated August 12, 2002

from 10-Q ~5 pages Standstill Agreement

from 10-Q ~5 pages Agreement Dated August 2, 2002

from 10-Q ~5 pages Amendment No. 4 Dated Jan 10, 2002

from 10-K405 ~10 pages Employment Agmt/Rick Frier

from 10-K ~20 pages Agreement Evidencing a Grant

from 10-K ~10 pages Employment Agreement

from S-4/A 1 page <page> Letterhead of Sealy, Inc. Sealy Drive One Office Parkway Trinity, Nc 27370 January 1, 2000 Mr. Stephen A. Walker Chief Executive Officer Mattress Discounters 9822 Fallard Ct. Upper Marlboro, MD 10772 Dear Steve: This Letter Is to Confirm Our Mutual Understanding Effective August 6, 1999 That Our Letter Agreement, Dated March 17, 1997, as Amended to Date (The "Mattress Discounters Agreement"), Has Been Extended for Two Additional One-Year Periods: Year 6, Consisting of July 1, 2002 Through June 30, 2003; and Year 7, Consisting of July 1, 2003 Through June 30, 2004. These Two Periods Shall Be Added to Section 1 of the Mattress Discounters Agreement. Sincerely, Sealy, Inc. By: /S/ Ron L. Jones Name: Ron L. Jones Title: Chairman and Chief Executive Officer Agreed and Accepted: Mattress Discounters Corporation By: /S/ James B. Hirshorn Name: James B. Hirshorn Title: Chief Financial Officer

from S-4/A 1 page Amendment No. 1 to the Supply Agreement

from S-4/A ~10 pages Supply Agreement Dated August 6, 1999

from S-4/A 1 page Amendment No. 4 to the Supply Agreement

from S-4/A ~5 pages Amendment No. 3 to the Supply Agreement

from S-4/A 1 page Amendment No. 2 to the Supply Agreement

from S-4/A 1 page Amendment No. 1 to the Supply Agreement

from S-4/A ~5 pages Supply Agreement Dated March 17, 1997

from S-4/A ~10 pages Employment Agreement/Michael Mauler

from S-4/A ~10 pages Employment Agreement/Steve Newton

from S-4/A ~5 pages Executive Stk and Option Agreement, Dtd 1/13/2000

from S-4/A ~5 pages Executive Stock and Option Agreement