THIRD AMENDMENT TO

            AMENDED AND RESTATED TAX SHARING AGREEMENT OF FOAMEX L.P.



     THIS THIRD  AMENDMENT  TO AMENDED AND  RESTATED  TAX SHARING  AGREEMENT  OF
FOAMEX L.P.  (the  "Amendment")  is made as of February 27, 1998, by and between
Foamex L.P., a Delaware limited  partnership  ("Foamex"),  Foamex  International
Inc., a Delaware corporation ("FII") and FMXI, Inc., a Delaware corporation (the
"GP").

                              W I T N E S S E T H:

     WHEREAS, Foamex, FII, Crain Industries, Inc. ("Crain"), Trace Foam Company,
Inc., a Delaware  corporation ("Trace Foam"), FMXI, Inc., a Delaware corporation
("FMXI"),  and certain other parties entered into that certain First Amended and
Restated Tax Sharing  Agreement,  dated as of December  14, 1993,  as amended on
June 12, 1997, and December 23, 1997 (the "Original Agreement");

     WHEREAS, FMXI has merged (the "Merger") with and into Crain, pursuant to an
Agreement and Plan of Merger,  dated as of February 27, 1998,  with Crain as the
surviving entity, changing its name to FMXI, Inc.;

     WHEREAS,  Trace  has  contributed  to  Trace  SPV  LLC,  whom in  turn  has
contributed to Trace Foam LLC the 1% non-managing partnership interest in Foamex
(the "Interest");

     WHEREAS,  Trace Foam LLC has transferred the Interest to Foamex pursuant to
the  Transfer  Agreement  by and  between  Trace Foam LLC,  a  Delaware  limited
liability company, and Foamex, dated February 27, 1998 (the "Contribution"); and

     WHEREAS,  Foamex,  GP, and FII entered into that certain  Fourth  Amendment
(the "Fourth Amendment") to the Fourth Amended and Restated Agreement of Limited
Partnership of Foamex L.P., dated as of February 27, 1998, to reflect the change
in the partners of Foamex (the "Partnership Agreement");

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

     1. Amendment.  The parties hereto agree that the Participation  Percentages
for  purposes  of the  Original  Agreement  shall have  meaning set forth in the
Partnership Agreement.
<PAGE>

     2.  Governing  Law. This  Amendment  shall be governed by and construed and
enforced in accordance with the laws of the State of New York.

     3. Limitation.  Except as expressly set forth herein,  this Amendment shall
not be deemed to waive,  amend or modify any term or  condition  of the Original
Agreement,  each of which  shall  remain in full force and effect and are hereby
ratified and confirmed.

     4.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of which when executed and delivered will be deemed to be an
original,  and all of which taken  together will be deemed to be but one and the
same instrument.


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<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their respective  officers  thereunto duly authorized as of the date
first above written.

                                        FOAMEX L.P.

                                        By:  FMXI, INC.
                                        Its: Managing General Partner



                                        By:
                                        Name:   George L. Karpinski
                                        Title: Vice President



                                        FOAMEX INTERNATIONAL INC.



                                        By:____________________________
                                        Name:   George L. Karpinski
                                        Title: Vice President



                                        FMXI, INC.



                                        By:____________________________
                                        Name:   George L. Karpinski
                                        Title: Vice President

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