Scotiabank
The Bank of Nova Scotia
44 King Street West
Toronto, Ontario M5H 1H1



August 8, 2001



Foamex Canada Inc.
415 Evans Avenue
Etobicoke, Ontario
M8W 2T2

Attention:  Mr. John Gaw, Controller

Dear Sirs:

We confirm  that  subject to  acceptance  by you,  The Bank of Nova  Scotia (the
"Bank")  will make  available to Foamex  Canada Inc.  (the  "Borrower"),  credit
facilities  on the  terms  and  conditions  set out in the  attached  Terms  and
Conditions Sheet and Schedule "A".

If the  arrangements  set out in this  letter,  and in the  attached  Terms  and
Conditions  Sheet and Schedule "A"  (collectively  the "Commitment  Letter") are
acceptable  to you,  please sign the  enclosed  copy of this letter in the space
indicated  below and return the letter to us by the close of business on October
23, 2001.

This Commitment Letter replaces all previous  commitments  issued by the Bank to
the Borrower.

Yours very truly,



  /s/  R. Sheikh                             /s/  C. Cook
-----------------------                    -----------------
R. Sheikh                                  C. Cook
Account Manager                            Assistant General Manager
                                           Commercial Banking & Deputy Manager

The  arrangements  set out above and in the attached  Terms and  Conditions  and
Schedule "A" (collectively the "Commitment  Letter") are hereby acknowledged and
accepted by:

FOAMEX CANADA INC.


By:    /s/  John M. Gaw
     ---------------------------
     John M. Gaw

Title:       Controller
        ------------------------


Date:      October 19, 2001
       -------------------------



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                                                                          Page 1

                              TERMS AND CONDITIONS

CREDIT NUMBER:  1                                 AUTHORIZED AMOUNT:  $8,000,000
--------------------------------------------------------------------------------

TYPE

     Operating

PURPOSE

     General operating requirements

CURRENCY

     Canadian dollars with up to $2,000,000 available in U.S. dollars.

AVAILMENT

     The Borrower may avail the credit by way of Direct advances  evidenced by a
     Grid Note  and/or  Bankers'  Acceptances  in  Canadian  dollars  in minimum
     multiples  of  $500,000  and  having  terms of  maturity  of 30 to 360 days
     without  grace)  and/or  Standby  Letters of Credit  (with  each  availment
     subject to completion  of an  Application  and  Agreement  for  Irrevocable
     Standby Letter of Credit in a form  satisfactory to the Bank). (The maximum
     for Standby Letters of Credit is $150,000 CAD.)

INTEREST RATES

     The Bank's  Prime  Lending  Rate from time to time,  plus 1 1/2% per annum,
     payable monthly.

     The Bank's U.S. Dollar Base Rate in Canada,  from time to time, plus 1 1/2%
     per annum with interest payable monthly.

FEES

     Banker's  Acceptance Fee of 3.00%,  per annum,  subject to a minimum fee of
     $500 per availment, payable at the time of each acceptance.

     A Standby Fee of 1/2% per annum on the daily  unused  portion of the Credit
     payable in dollars,  is payable monthly from the date of acceptance of this
     commitment.

COMMISSION (STANDBY LETTERS OF CREDIT)

     3/4% per annum,  calculated on the issue amount,  based on increments of 30
     days or multiples thereof, from date of issuance to expiry date. Periods of
     less than 30 days will be  counted  as a 30 day  increment.  The  amount is
     subject to the Bank's  minimum  fee as well as  revision at any time and is
     payable upon issuance.

REPAYMENT

     Advances are repayable on demand.


<PAGE>
                                                                          Page 2

ADDITIONAL FACILITY

     Subject  to   availability   and   execution   of   mutually   satisfactory
     documentation  the Borrower may enter into Forward Exchange  Contracts with
     the Bank for maximum terms of up to one year.

     Maximum  aggregate Forward Exchange  Contracts  outstanding at any one time
     are not to exceed  $10,000,000  U.S.  dollars or the equivalent  thereof in
     other approved currencies.

GENERAL FEES, SECURITY, TERMS, AND CONDITIONS APPLICABLE TO ALL CREDITS

GENERAL SECURITY

     The following security,  evidenced by documents in form satisfactory to the
     Bank and  registered or recorded as required by the Bank, is to be provided
     prior to any advances or availment being made under the Credits:

          General  Security  Agreement  over all  present  and  future  personal
          property with appropriate insurance coverage,  loss if any, payable to
          the Bank.

          Security under Section 427 of the Bank Act with appropriate  insurance
          coverage, loss, if any, payable to the Bank.

          Banker's Acceptance Agreement.

GENERAL CONDITIONS

     Until all debts and  liabilities  under the Credits have been discharged in
     full, the following conditions will apply in respect of the Credits:

          Combined Operating loans,  Bankers' Acceptances and Standby Letters of
          Credit  are not to exceed at any time the  "Borrowing  Base"  which is
          defined as the  aggregate of 75% of good quality  accounts  receivable
          (excluding accounts over 90 days, offsets and inter-company  accounts)
          plus  75% of  finished  goods  inventory  and  50% of  work-in-process
          inventory,  less  security  interests or charges held by other parties
          and specific  payables which have or may have priority over the Bank's
          security. (Advances against inventory are limited to $1,000,000.)

          The ratio of current assets to current liabilities is to be maintained
          at all times at 1.25:1.

          The ratio of Debt  (including  deferred  taxes) to  Tangible  Net Work
          (TNW) is not to exceed 2:1.

          Tangible Net Worth (TNW) is to be  maintained  in excess of $8,500,000
          at all times.


<PAGE>
                                                                          Page 3

          TNW is defined  as the sum of share  capital,  earned and  contributed
          surplus   and   postponed    funds   less   (i)   amounts   due   from
          officers/affiliates,  excluding  those  amounts  classified as current
          trade receivables under Generally Accepted Accounting Principles, (ii)
          investments in affiliates,  and (iii) intangible  assets as defined by
          the Bank.

          Without  the  Bank's  prior   written   consent  which  shall  not  be
          unreasonably withheld:

               Guarantees  or  other   contingent   liabilities   in  excess  of
               $1,000,000 in the aggregate are not to be entered into and assets
               are not be to further encumbered.

               No change in ownership is permitted.

               No  mergers,  acquisitions  or change in the  Borrower's  line of
               business are permitted.

               The  Bank  acknowledges  that  mergers  and   reorganizations  in
               conjunction with any company or companies  controlled directly or
               indirectly by Foamex L.P.  shall be permitted  without the Bank's
               consent provided that any such merger or reorganization shall not
               adversely   affect  the  Bank's  security   position  and/or  the
               financial condition of the Borrower.  The Borrower shall give the
               Bank at least 21 business  days advance  notice in writing of any
               such merger or reorganization.

               No redemption of preferred shares is permitted.

               For  ongoing  Credit  Risk  management  purposes,  all  operating
               accounts of the  Borrower  shall be  maintained  with the Bank as
               long as the Borrower has any operating line  facilities  with the
               Bank.

GENERAL BORROWER REPORTING CONDITIONS

     Until all debts and  liabilities  under the Credits have been discharged in
     full, the Borrower will provide the Bank with the following:

          Annual Audited Financial  Statements within 120 days of the Borrower's
          fiscal year end, duly signed.

          Annual Audited Financial  Statements of Foamex L.P. within 120 days of
          the Company's fiscal year end, duly signed.

          Quarterly  Interim Financial  Statements of the Borrower,  prepared in
          accordance with Canadian G.A.A.P.,  within 45 days of period end, duly
          signed.

          A Statement of Security monthly,  to include information on inventory,
          accounts receivable,  accounts payable and outstanding cheques, within
          20 days of period end, duly signed.

          Aged Listing of Accounts Receivable upon request.


<PAGE>
                                                                          Page 4

                                   SCHEDULE A
                   ADDITIONAL TERMS AND CONDITIONS APPLICABLE
                                 TO ALL CREDITS

Calculation and Payment of Interest

1.   Interest on loans/advances made in Canadian dollars will be calculated on a
     daily  basis and  payable  monthly  on the 22nd day of each  month  (unless
     otherwise stipulated by the Bank). Interest shall be payable not in advance
     on the basis of a calendar  year for the actual number of days elapsed both
     before and after demand of payment or default and/or judgment.

2.   Interest on  loans/advances  in U.S.  dollars will be calculated on a daily
     basis and payable monthly on the 22nd day of each month,  (unless otherwise
     stipulated  by the Bank).  Interest  shall be payable not in advance on the
     basis of a 360 day year for the actual  number of days  elapsed both before
     and  after  demand of  payment  or  default  and/or  judgment.  The rate of
     interest  based  on a 360  days  year is  equivalent  to a rate  based on a
     calendar  year of 365  days of  365/360  times  the rate of  interest  that
     applies to the U.S. dollar loan/advances.

Interest on Overdue Interest

3.   Interest  on  overdue  interest  shall be  calculated  at the same  rate as
     interest on the loans/advances in respect of which interest is overdue, but
     shall be compounded monthly and be payable on demand, both before and after
     demand and judgment.

Indemnity Provision

4.   If the  introduction  or  implementation  of, or any  change  in, or in the
     interpretation of, or any change in its application to the Borrower of, any
     law or any  regulation  or  guideline  issued by any central  bank or other
     governmental authority (whether or not having the force of law), including,
     without  limitation,  any reserve or special deposit requirement or any tax
     (other than tax on the Bank's general  income) or any capital  requirement,
     has due to the Bank's compliance the effect, directly or indirectly, of (i)
     increasing the cost to the Bank of performing its obligations  hereunder or
     under any  availment  hereunder;  (ii)  reducing  any  amount  received  or
     receivable by the Bank or its effective  return  hereunder or in respect to
     any  availment  hereunder or on its capital;  or (iii)  causing the Bank to
     make any  payment or to forego any return  based on any amount  received or
     receivable by the Bank hereunder or in respect of any availment  hereunder,
     then upon  demand from time to time the  Borrower  shall pay such amount as
     shall compensate the Bank for any such cost, reduction,  payment or forgone
     return (collectively "Increased Costs") as such amounts are calculated in a
     certificate reasonably prepared by the Bank.

     In the event of the Borrower  becoming liable for such Increased Costs, the
     Borrower  shall  have the  right to prepay in full,  without  penalty,  the
     outstanding principal balance under the affected credit other than the face
     amount of any document or instrument issued or accepted by the Bank for the
     amount of the Borrower,  including, without limitation, a Letter of Credit,
     a Letter of Guarantee or a Bankers'  Acceptance.  Upon any such prepayment,
     the Borrower shall also pay the then accrued interest on the amount prepaid
     and the Increased Costs to the date of prepayment together with such amount
     as will  compensate  the Bank for the cost of any early  termination of its
     funding  arrangements  in  accordance  with its normal  practices,  as such
     amount are calculated in a certificate reasonably prepared by the Bank.


<PAGE>
                                                                          Page 5

Calculation and Payment of Bankers' Acceptance Fee

5.   The fee for the acceptance of each Bankers'  Acceptance  will be payable on
     the face amount of each  Bankers'  Acceptance  at the time of acceptance of
     each draft calculated on the basis of a calendar year for the actual number
     of days elapsed from and  including  the date of acceptance to the due date
     of the draft.

Environment

6.   The Borrower agrees:

     (a)  to comply with all applicable  laws and  requirements  of any federal,
          provincial,  or  any  other  governmental  authority  relating  to the
          environment  and  the  operation  of the  business  activities  of the
          Borrower;

     (b)  to allow the Bank access during normal  business hours to the business
          premises of the  Borrower to monitor  and  inspect  all  property  and
          business  activities  of the Borrower  with respect to the  Borrower's
          compliance with all applicable environmental laws and regulations;

     (c)  to notify the Bank of any change in current,  normal business activity
          conducted  by the  Borrower  which  involves  the use or  handling  of
          hazardous  materials  or  wastes  which  increases  the  environmental
          liability of the Borrower in any material manner;

     (d)  to  notify  the Bank of any  proposed  material  change  in the use or
          occupation  of  the  property  of the  Borrower  prior  to any  change
          occurring;

     (e)  to provide the Bank with written  notice within ten (10) business days
          of the Borrower having knowledge of any environmental  problem and any
          hazardous  materials or substances  which may have a material  adverse
          effect on the  property,  equipment,  or  business  activities  of the
          Borrower and with any other environmental information requested by the
          Bank;

     (f)  to conduct all  environmental  remedial  activities in compliance with
          applicable  requirements  of any  federal,  provincial,  or any  other
          governmental   authority   relating   to  the   environment   which  a
          commercially  reasonable person would perform in similar circumstances
          to  meet  its  environmental  responsibilities  and  if  the  Borrower
          receives  from  the  Bank a  written  notification  of the  Borrower's
          failure to conduct such environmental  remedial  activities for thirty
          (30) days after  receipt of such written  notification  from the Bank,
          then the Bank may perform such activities; and

     (g)  to pay for any environmental  investigations,  assessments or remedial
          activities  with respect to any  property of the Borrower  that may be
          performed for or by the Bank.


<PAGE>
                                                                          Page 6

          If the Borrower notifies the Bank of any specified  activity or change
          or provides the Bank with any information pursuant to subsections (c),
          (d), or (e), or if the Bank  receives  any  environmental  information
          from other sources, the Bank, in its sole discretion,  may decide that
          an adverse  change in the  environmental  condition of the Borrower or
          any of the property, equipment, or business activities of the Borrower
          has  occurred  which  decision  will  constitute,  in the  absence  of
          manifest error,  conclusive evidence of the adverse change.  Following
          this  decision  being made by the Bank,  the Bank  shall give  written
          notification  to the Borrower of the Bank's  decision  concerning  the
          adverse  change,  which shall take  effect  thirty (30) days after the
          Borrower's receipt of such written  notification,  if the Borrower has
          not initiated the  activities  necessary to correct the adverse change
          condition.

          If the Bank is required to incur  expenses for compliance or to verify
          the  Borrower's  compliance  with  applicable  environmental  or other
          regulations,  the Borrower shall indemnify the Bank in respect of such
          expenses,  which will constitute  further  advances by the Bank to the
          Borrower under this Agreement.

Periodic Review

7.   The obligation of the Bank to make further advances or other  accommodation
     available under any Credits of the Borrower under which the indebtedness or
     liability  of the  Borrower  is payable on demand,  is subject to  periodic
     review and to no adverse change occurring in the financial condition of the
     Borrower or any guarantor.

Evidence of Indebtedness

8.   The  Bank's  accounts,  books and  records  constitute,  in the  absence of
     manifest error, conclusive evidence of the advances made under this Credit,
     repayments on account  thereof and the  indebtedness of the Borrower to the
     Bank.

Acceleration

9.   (a)  All  indebtedness and liability of the Borrower to the Bank payable on
          demand,  is  repayable  by the  Borrower  to the  Bank at any  time on
          demand;

     (b)  All indebtedness and liability of the Borrower to the Bank not payable
          on demand,  shall, at the option of the Bank,  become  immediately due
          and payable,  the security held by the Bank shall  immediately  become
          enforceable,  and the obligation of the Bank to make further  advances
          or other accommodation available under the Credits shall terminate, if
          any one of the following Events of Default occurs:

         (i)   the Borrower or any guarantor fails to make when due,  whether on
               demand or at a fixed payment date, by  acceleration or otherwise,
               any payment of interest,  principal,  fees,  commissions or other
               amounts payable to the Bank;

         (ii)  there is a breach by the  Borrower or any  guarantor of any other
               terms or condition  contained in this Commitment Letter or in any
               other  agreement to which the Borrower  and/or any  guarantor and
               the Bank are parties;

         (iii) any default occurs under any security  listed in this  Commitment
               Letter  under  the  headings  "Specific   Security"  or  "General
               Security" or under any other credit,  loan or security  agreement
               to which the Borrower and/or any guarantor is a party;


<PAGE>
                                                                          Page 7

         (iv)  any   bankruptcy,   re-organization,   compromise,   arrangement,
               insolvency or liquidation  proceedings or other  proceedings  for
               the relief of debtors are  instituted  by or against the Borrower
               or any guarantor  and, if instituted  against the Borrower or any
               guarantor, are allowed against or consented to by the Borrower or
               any guarantor or are not dismissed or stayed within 60 days after
               such institution;

         (v)        a receiver is appointed over any property of the Borrower or
               any  guarantor  or any  judgement  or order or any process of any
               court becomes  enforceable  against the Borrower or any guarantor
               or any property of the Borrower or any  guarantor or any creditor
               takes   possession  of  any  property  of  the  Borrower  or  any
               guarantor;

         (vi)       any course of action is  undertaken  by the  Borrower or any
               guarantor or with respect to the Borrower or any guarantor  which
               would result in the  Borrower's  or  guarantor's  reorganization,
               amalgamation  or merger with another  corporation or the transfer
               of all or substantially  all of the Borrower's or any guarantor's
               assets except where permitted elsewhere in the commitment letter;

         (vii)      any guarantee of indebtedness and liability under the Credit
               Line is withdrawn, determined to be invalid or otherwise rendered
               ineffective;

         (viii)     any adverse change occurs in the financial  condition of the
               Borrower or any guarantor.

         (ix)       Any adverse change occurs in the environmental condition of:

               (A)  the Borrower or any guarantor of the Borrower; or

               (B)  any  property,  equipment,  or  business  activities  of the
                    Borrower or any guarantor of the Borrower.

Costs

10.  All costs, including legal and appraisal fees incurred by the Bank relative
     to  security  and  other  documentation,  shall be for the  account  of the
     Borrower  and  may  be  charged  to the  Borrower's  deposit  account  when
     submitted.