TAX SHARING AGREEMENT

     THIS TAX SHARING  AGREEMENT (the  "Agreement")  made and entered into as of
February  27,  1998  by  and  between  Foamex  International  Inc.,  a  Delaware
corporation  ("FII"),  and Foamex Carpet Cushion,  Inc., a Delaware  corporation
("Foamex Carpet").

                                   WITNESSETH:

     WHEREAS,  each of the corporations qualify as an includable  corporation in
the same  affiliated  group for  consolidated  tax  return  purposes  within the
meaning of section  1504 of the Internal  Revenue Code of 1986,  as amended from
time to time (the "Code"), and the treasury regulations  promulgated thereunder;
and

     WHEREAS,  FII is the common  parent of the  affiliated  group ("FII Group")
within  the  meaning of section  1504 of the Code and the  treasury  regulations
promulgated thereunder; and

     WHEREAS,  all of the members of FII Group  desire to take  advantage of the
tax savings that result from the filing of income tax returns on a  consolidated
basis,  in  accordance  with  sections  1501-1504  of the Code and the  treasury
regulations promulgated thereunder;

     NOW, THEREFORE,  in consideration of the mutual covenants herein and on the
terms and conditions  contained  herein,  and for other good,  valid and binding
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

                             STATEMENT OF AGREEMENT

     SECTION 1. Defined Terms.  As used in this  Agreement,  the following terms
shall have the following meanings:

          "Affiliated Group" shall have the meaning set forth in Section 1504 of
     the Code and the treasury regulations promulgated thereunder.

          "Adjusted  Taxable Income of Foamex Carpet  Consolidated  Group" means
     for any Fiscal Year the taxable income of Foamex Carpet  Consolidated Group
     for federal income tax purposes determined as if Foamex Carpet Consolidated
     Group were a separate  Affiliated  Group and as if  neither  Foamex  Carpet
     Consolidated   Group  nor  any   corporation   included  in  Foamex  Carpet
     Consolidated Group were included in any other Affiliated Group.

          "Authority" shall have the meaning set forth in section 4(a) below.

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          "Code" shall have the meaning set forth in the recitals above.

          "FII Group" shall have the meaning set forth in the recitals above.

          "Fiscal Year" means the annual  accounting period of Foamex Carpet and
     any other member of Foamex Carpet Consolidated Group.

          "Foamex Carpet  Consolidated Group" means Foamex Carpet, and all other
     corporations that would comprise an Affiliated Group of which Foamex Carpet
     would be the common parent, within the meaning of section 1504 of the Code,
     if Foamex  Carpet  were not  includable  in FII  Group and were the  common
     parent of its own Affiliated Group.

          "Tax Payment  Amount" means for any Fiscal Year the combined  federal,
     state  and local  taxes (of  whatever  kind)  that  would be paid by Foamex
     Carpet  Consolidated  Group if (i) it were a separate  Affiliated Group and
     neither Foamex Carpet  Consolidated  Group nor any corporation  included in
     Foamex  Carpet  Consolidated  Group were  included in any other  Affiliated
     Group and (ii) its federal taxable income were the Adjusted  Taxable Income
     of Foamex Carpet  Consolidated Group (subject to adjustments in determining
     state or local taxable  income),  but such term shall not include state and
     local taxes for which Foamex Carpet  Consolidated Group, or any corporation
     includable in Foamex Carpet Consolidated Group, (x) is separately liable or
     (y) does not participate in a combined or  consolidated  return with FII or
     FII Group.

     SECTION 2. Consent.

     (a) The parties hereto agree to join in a  consolidated  federal income tax
return filed for FII Group in all Fiscal Years  commencing on or after  December
28, 1997.

     (b) Foamex  Carpet shall cause each  corporation  includable  in the Foamex
Carpet  Consolidated  Group to become a party to this Agreement  bound by all of
the provisions hereof.

     SECTION 3. Tax Payments.

     (a) Foamex  Carpet  shall make  payments to FII with respect to each Fiscal
Year equal to the Tax Payment Amount for such Fiscal Year,  which payments shall
be made in the manner set forth below in paragraphs (b), (c) and (d).

     (b) Foamex Carpet shall make payments ("Interim Payments") towards the full
payment of the Tax  Payment  Amount from time to 

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time during the Fiscal Year (i)  pursuant to the  schedule  set forth in Section
6655(c) of the Code;  (ii)  calculated  under the principles of the  "annualized
income  installment"  described  in Section  6655(e)(2)  of the Code;  and (iii)
applying percentages set forth in Section 6655(e)(2)(B)(ii) of the Code.

     (c)  Within  five days of the date FII files the  federal,  state and local
income tax returns that include a Fiscal Year, if the Tax Payment Amount is less
than the Interim  Payments with respect to such Fiscal Year,  then FII shall pay
to Foamex Carpet the excess of the Interim Payments over the Tax Payment Amount.

     (d) At least five days before FII files the federal, state and local income
tax returns  that include a Fiscal  Year,  if the Tax Payment  Amount is greater
than the Interim  Payments with respect to such Fiscal Year,  then Foamex Carpet
shall pay the amount of the excess of the Tax  Payment  Amount  over the Interim
Payments to FII.

     (e) Each  corporation  includable in the Foamex Carpet  Consolidated  Group
shall be jointly  and  severally  liable for all amounts  that Foamex  Carpet is
required to pay under this Agreement.

     (f) Nothing in this  Agreement  shall be construed  as requiring  any party
hereto  to make  any  payments  in  violation  of  section  9.06  of the  Credit
Agreement,  dated as of February 27, 1998,  among Foamex  Carpet,  the financial
institutions party thereto as lenders, the financial  institutions party thereto
as issuing  banks,  and  Citicorp  USA,  Inc.  and The Bank of Nova  Scotia,  as
administrative agents.

     SECTION 4. Adjustments to the Tax Payment Amount.

     (a) If for any Fiscal Year the Internal Revenue Service or a state or local
taxing  authority (an  "Authority")  makes an upward  adjustment or FII files an
amended return resulting in an upward adjustment of the Tax Payment Amount for a
Fiscal Year,  Foamex  Carpet shall pay to FII an amount equal to the  difference
between  the Tax  Payment  Amount for such  Fiscal Year paid to date and the Tax
Payment  Amount for such Fiscal Year as so adjusted.  In the event of a downward
adjustment, the difference between the Tax Payment Amount for such fiscal period
paid to date and the Tax Payment Amount as adjusted shall be allowed as a credit
for Foamex  Carpet  reducing  payments  under  Section 3 of this  Agreement  for
subsequent periods.

     (b) The payments required under this Section 4 shall be made promptly after
a final, binding, and unappealable determination of the adjustment is reached or
as otherwise earlier agreed in good faith by FII; provided however,  payments in
the case of the filing of an amended  return  shall be made  promptly  upon such
filing.

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<PAGE>

     SECTION 5. Interest Payments.

     Interest will be paid by Foamex Carpet pursuant to this Agreement only with
respect  to  payments  required  to be made as a  result  of any  adjustment  or
redetermination  of the net taxable  income by any  Authority  or in the case of
filing an amended  return.  Such interest will be calculated at the lower of the
overpayment and underpayment  rates and otherwise  determined in the same manner
as would be determined by the Authority.

     SECTION 6. Miscellaneous.

     (a)  This  Agreement  and any  provision  hereof  may be  amended,  waived,
discharged,  or terminated  only by an instrument in writing signed by the party
against whom enforcement of the amendment,  waiver, discharge, or termination is
sought.

     (b) This  Agreement  shall  constitute  the entire  agreement  between  the
parties  concerning  the subject  matter  hereof and shall  supersede  any prior
agreements and  understandings  between or among the parties with respect to the
subject matter hereof.

     (c) The validity,  interpretation,  and  enforceability  of this  Agreement
shall be governed in all respects by the laws of the State of New York.

     (d)  Failure  of any  party  at any  time  to  require  the  other  party's
performance of any obligation under this Agreement shall not affect the right to
require performance of that obligation. Any waiver by any party of any breach of
any  provision  of this  Agreement  shall  not be  construed  as a waiver of any
continuing or succeeding  breach of such provision,  a waiver or modification of
the provision itself, or a waiver of any right under this Agreement.

     (e)  Section  and  other  headings  contained  in  this  Agreement  are for
reference  purposes  only and are in no way  intended  to  describe,  interpret,
define,  or limit the  scope,  extent,  or intent  of this  Agreement  or of any
provision hereof.

     (f) Every  provision of this Agreement is intended to be severable.  If any
term or provision hereof is illegal or invalid for any reason  whatsoever,  such
illegality or invalidity  shall not affect the validity of the remainder of this
Agreement.

     (g) This Agreement may be executed in multiple  counterparts  each of which
shall be deemed an original and all of which shall constitute one agreement, and
the signatures of any party to any counterpart shall be deemed to be a signature
to, and may be appended to, any other counterpart.

     (h) This Agreement and all of the  provisions  hereof shall be binding upon
and inure to the benefit of, and be enforceable by, the parties hereto and their
respective  successors and 

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permitted assigns,  but neither this Agreement nor any of the rights,  interests
or  obligations  herein shall be assigned by any party hereto  without the prior
written consent of the other parties hereto.

     (i) Matters of  interpretation  of and  calculations  under this  Agreement
shall be made in good faith by the parties hereto.

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<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first set forth above.


                                     FOAMEX INTERNATIONAL INC.




                                     By:
                                     Title:


                                     FOAMEX CARPET CUSHION, INC.




                                     By:
                                     Title:


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