PLEDGE ADDENDUM

Exhibit 10.22

PLEDGE ADDENDUM

This Pledge Addendum, dated as of December 31, 2004, is delivered pursuant to that certain Pledge Agreement, dated as of March 31, 2004 (as from time to time amended, modified, supplemented, renewed, extended, or restated, the “Pledge Agreement”), among MATTRESS HOLDING CORP., a Delaware corporation, MATTRESS FIRM, INC., a Delaware corporation, MATTRESS FIRM INVESTMENT MANAGEMENT, INC., an Arizona corporation, FESTRO INC., a Texas corporation, TEAMEXCEL MANAGEMENT COMPANY, a Texas corporation, MATTRESS FIRM OPERATING, LTD., a Texas limited partnership, MATTRESS VENTURE INVESTMENT MANAGEMENT, LLC, an Arizona limited liability company, FESTRO II, LLC, a Texas limited liability company, THE MATTRESS VENTURE, L.P., a Texas limited partnership (each of the foregoing, a “Pledgor” and collectively, jointly and severally, the “Pledgors”), and ABELCO FINANCE LLC, a Delaware limited liability company, as the collateral agent for the lenders under that certain Financing Agreement dated as of March 31, 2004 (in such capacity, together with its successors and assigns, if any, in such capacity, “Collateral Agent”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Pledge Agreement.

Collateral Agent and each Pledgor hereby agree:  (a) that this Pledge Addendum is intended to supplement the Pledge Agreement; (b) Schedule A to this Pledge Addendum is intended to supplement Schedule A to the Pledge Agreement; and (c) Collateral Agent is hereby authorized to attach this Pledge Addendum to the Pledge Agreement, and Schedule A attached thereto, respectively.  This Pledge Addendum is a Loan Document.

[signature pages to follow]

[SIGNATURE PAGE TO PLEDGE ADDENDUM]

S-2

IN WITNESS WHEREOF, the parties hereto have duly executed this Pledge Addendum, as of the date first above written.

	MATTRESS HOLDING CORP.,
	a Delaware corporation
	By:	/s/ Xxx X. Xxxxx
	Title:	Treasurer & Secretary
	MATTRESS FIRM, INC.,
	a Delaware corporation
	By:	/s/ Xxx X. Xxxxx
	Title:	CFO
	MATTRESS FIRM INVESTMENT
	MANAGEMENT, INC.,
	an Arizona corporation
	By:	/s/ Xxxx Xxxxx
	Title:
	FESTRO, INC.,
	a Texas corporation
	By:	/s/ Xxx X. Xxxxx
	Title:	Treasurer & Secretary
	TEAMEXCEL MANAGEMENT COMPANY,
	a Texas corporation
	By:	/s/ Xxx X. Xxxxx
	Title:	Treasurer & Secretary

[SIGNATURE PAGE TO PLEDGE ADDENDUM]

S-1

	MATTRESS FIRM OPERATING, LTD.,
	a Texas limited partnership
	By: Festro, Inc., its general partner
	By:	/s/ Xxx X. Xxxxx
	Title:	Treasurer & Secretary
	MATTRESS VENTURE INVESTMENT
	MANAGEMENT, LLC,
	an Arizona limited liability company
	By:	/s/ Xxxx Xxxxx
	Title:
	FESTRO II, LLC
	a Texas limited liability company
	By:	/s/ Xxx X. Xxxxx
	Title:	Treasurer & Secretary
	THE MATTRESS VENTURE, L.P.,
	a Texas limited partnership
	By: Festro II, LLC, its general partner
	By:	/s/ Xxx X. Xxxxx
	Title:	Treasurer & Secretary

S-2

	ABLECO FINANCE LLC,
	a Delaware limited liability company, as Collateral Agent
	By:	/s/ Xxxxxxxxx X. Xxxxxxxx
	Title:	Vice President

S-3

SCHEDULE A

TO

STOCK PLEDGE AGREEMENT

Pledgor:  Mattress Holding Corp.

Pledged Interests

Issuer

Number of Shares

Class

Certificate Number(s)

Former Name, if any, in which Certificate Issued

Pledgor’s Percentage Ownership

Jurisdiction of Organization

Certificated/ Uncertificated

Georgia Mattress Corp.

000

Xxxxxx

X-0

Xxxx

000

%

Georgia

Certificated