SPAN AMERICA MEDICAL SYSTEMS INC
EXHIBIT 10.17
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10-17.txt
<DESCRIPTION>EXHIBIT 10.17
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                                                                   EXHIBIT 10.17

                       ADDENDUM TO DISTRIBUTION AGREEMENT
                     BETWEEN LOUISVILLE BEDDING COMPANY AND
                       SPAN-AMERICA MEDICAL SYSTEMS, INC.
                                 JANUARY 1, 2002


This Addendum to Distribution  Agreement is hereby entered into and effective as
of  January 1, 2002,  between  Louisville  Bedding  Company  ("Distributor"),  a
Delaware corporation and Span-America Medical Systems, Inc. ("Manufacturer"),  a
South Carolina corporation.

1.  The  Agreement  between  Distributor  and  Manufacturer  of  March  1,  1999
("Agreement")  is hereby  incorporated  herein by  reference.  All defined terms
contained in the Agreement apply to this Addendum.

2. The Term of the Agreement, as amended by this Addendum,  shall extend through
December 31, 2006,  subject to the terms and  conditions of the  Agreement,  and
shall be renewable  thereafter in accordance  with the terms of Section 6 of the
Agreement.

3. Distributor shall receive a volume  rebate from Manufacturer on the following
basis:

          SALES (IN MILLIONS)                                    REBATE %
          -------------------                                    --------





         Sales are  defined as sales from  Manufacturer  to  Distributor.  Sales
shall be deemed to have been made as of the date of shipment  from  Manufacturer
to Distributor or  Distributor's  customer.  The rebate will be calculated  from
January 1st to December 31st of each year for the duration of the contract.  The
rebate  will be  paid  within  14  calendar  days  after  the end of  Louisville
Bedding's fiscal year.

4. Manufacturer hereby licenses to Distributor's  subsidiary,  AHF Ltd. ("AHF"),
its Trademarks,  Patents and other intellectual properties in existence or to be
developed  by  Manufacturer,  for use in  connection  with  the  manufacture  of
Products  to be sold  solely  in  Canada  in  accordance  with the  terms of the
Agreement.  This license applies only to Manufacturer's Products manufactured by
or for AHF,  Ltd.,  in Canada,  not to include  Manufacturer  or  Manufacturer's
agent. AHF Ltd. agrees that Products  manufactured under this license will be in
accordance   with   Manufacturer's   typical   quality   standards  and  Product
specifications.

         In exchange for this license,  AHF agrees to pay Manufacturer a license
fee of __ percent of the net sales price of the Products manufactured under this
license.  Net sales price  shall be  determined  as  follows:  gross sales minus
discounts,  advertising,   royalties,  returns,  credits,  freight,  and  rebate

<PAGE>

allowances. Such license fee shall be calculated and paid by AHF to Manufacturer
quarterly, within thirty (30) days of the end of each calendar quarter.

         All  other  applicable  terms and  conditions  of the  Agreement,  more
particularly  sections  3.1,  3.3,  3.4, 3.6, 3.7, 4.3, 4.4, 5, 6, and 7 will be
applicable to this license agreement between Manufacturer and AHF, Ltd.

                                          LOUISVILLE BEDDING COMPANY


                                          By:
                                              -------------------------------
                                          Title:
                                              -------------------------------
                                                      (Distributor)

                                          SPAN-AMERICA MEDICAL SYSTEMS, INC.


                                          By:
                                              --------------------------------

                                          Title:
                                              --------------------------------
                                                      (Manufacturer)


                                          AHF, Ltd.


                                          By:
                                              --------------------------------

                                          Title:
                                              --------------------------------
                                                        (Licensee)




















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