AGREEMENT WITH CONSULTANT





1.   INTRODUCTION: Agreement dated April 24, 2001, by and between Robert J. Hay,

     23 Colleton River Drive, Bluffton, S.C. 29910 (Consultant), and Foamex L.P.

     with principal offices at 1000 Columbia Avenue, Linwood, PA 19061 (Client).



2.   RETENTION AND  DESCRIPTION OF SERVICES:  During the term of this Agreement,

     Consultant  will  furnish  consulting  services  and advice on business and

     manufacturing  initiatives  for  Client's  joint  venture in Asia and other

     services  as  directed  by the CEO or the  Board of  Directors  of  Client.

     Consultant's  services  will be  available  to Client for a maximum of (30)

     thirty days per year.



3.   TERM OF AGREEMENT:  The term of this Agreement shall be two years beginning

     July 1, 2001.  This  Agreement  will  renew  automatically  for  successive

     one-year terms unless Client provides notice to consultant of its intent to

     terminate the  agreement at least (30) thirty days prior to the  expiration

     of any one year term.  Consultant may terminate this Agreement at any time,

     provided  that  Consultant  provides  Client a minimum of (30)  thirty days

     notice.



4.   WHERE SERVICES ARE TO BE PERFORMED: Consultant's services will be performed

     at the Client's Linwood,  Pennsylvania  office and such other United States

     and foreign  locations that are  appropriate as deemed by Client.  Meetings

     will be scheduled in advance with defined objectives.



5.   COMPENSATION:  Client will pay Consultant a consulting fee of five thousand

     dollars  ($5,000)  per month for work  performed  by under this  Agreement.

     Payment to  Consultant  shall be made at the  conclusion of each month upon

     receipt of and approval of Consultant's invoice for services and expenses.



6.   REIMBURSEMENT   OF  TRAVEL  AND  OTHER  EXPENSES:   Client  will  reimburse

     Consultant for all authorized expenses incurred by Consultant for travel or

     other  reasonable  expenses as required in connection  with the  furnishing

     services under this  Agreement.  Reimbursement  of travel expenses shall be

     made on the  basis of  itemized  statements  submitted  by  Consultant  and

     including,  whenever possible, actual bills, receipts, or other evidence of

     expenditures.



7.   CONSULTANT AN INDEPENDENT CONTRACTOR:  Consultant will furnish Consultant's

     services as an  independent  contractor and not as an employee of client or

     of any company  affiliated with Client.  If Client or any of its affiliated

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