EXECUTION COPY



                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This  Amended and  Restated  Employment  Agreement  ("Agreement")  is dated
January 26,  2004,  and is entered  into between  Foamex  International  Inc., a
Delaware   corporation  and  its  primary   operating   subsidiary  Foamex  L.P.
(collectively the "Company"), and K. Douglas Ralph ("Executive").

     WHEREAS, the Company and Executive executed an employment agreement,  dated
March 24,  2003 (the  "Prior  Agreement"),  governing  the terms of  Executive's
employment with the Company; and

     WHEREAS,  Executive  and the Company  desire to amend and restate the Prior
Agreement and that Executive's  employment with the Company  continues under the
terms and conditions set forth herein.

     NOW, THEREFORE, the parties hereby agree:

                                   ARTICLE I

                     Employment, Duties and Responsibilities

     1.1  Employment.  Executive  shall  be employed as Executive Vice President
and Chief  Financial  Officer of the  Company.  Executive  hereby  accepts  such
employment.  Executive  agrees to devote his full  business  time and efforts to
promote the interests of the Company; provided, however, the foregoing shall not
prevent  Executive  from  devoting  a  portion  of his time and  efforts  to his
personal affairs or serving on the boards of other for-profit and not-for-profit
entities  so  long as such  activities  do not  materially  interfere  with  the
performance of his duties  hereunder;  and further provided that with respect to
serving on the board of any for-profit entity, Executive shall have obtained the
prior consent of the Board of Directors of the Company (the "Board").  Executive
shall  perform his duties at the principal  executive  offices of the Company in
Linwood, Pennsylvania, except for required travel on the Company's business.

     1.2  Duties and  Responsibilities.  Executive  shall  have such  duties and
responsibilities  as  are  consistent  with  his  positions  as  Executive  Vice
President and Chief Financial Officer,  and as may be assigned to Executive from
time to time by the Company's Chief Executive Officer.

                                   ARTICLE II

                               Term of Employment

     2.1  Term.

          (a) The term of this  Agreement (the "Term") shall commence on January
__,  2004 (the  "Effective  Date") and shall  have an initial  term of one year;
provided, however, that on each anniversary of the Effective Date the Term shall
be

<PAGE>


automatically extended for one additional year, unless either party hereto gives
written  notice of its election not to so extend the Term at least 30 days prior
to the applicable anniversary date.

          (b) Executive  represents and warrants to the Company that (i) neither
the execution and delivery of this  Agreement nor the  performance of his duties
hereunder  violates or will  violate the  provisions  of any other  agreement to
which he is a party or by which he is bound;  and (ii) except for obligations to
maintain  confidentiality of certain information  relating to previous employers
which  will not  unreasonably  interfere  with  the  performance  of his  duties
hereunder,  there are no agreements by which he is currently  bound  relating to
employment or which contain any post-employment restrictions whatsoever.

                                  ARTICLE III

                            Compensation and Expenses

     3.1  Salary, Bonuses and Benefits.  As  compensation  and consideration for
the performance by Executive of his obligations under this Agreement,  Executive
shall be entitled to the following (subject,  in each case, to the provisions of
ARTICLE V hereof):

          (a) Salary.  The Company  shall pay Executive a base salary during the
Term ("Base Salary"),  payable in accordance with the normal payment  procedures
of the  Company  and  subject to such  withholdings  and other  normal  employee
deductions  as may be  required  by law,  at the rate of at least  $310,000  per
annum. The Base Salary will be reviewed  annually by the Compensation  Committee
of the Board.

          (b)  Benefits.  Executive  shall  participate  during the Term in such
401(k), pension, supplemental executive retirement plan, life insurance, health,
disability and major medical insurance plans, and in such other senior executive
officer  benefit plans and programs,  as may be maintained  from time to time by
the  Company  during  the Term,  in each case to the  extent  and in the  manner
available to other senior  executive  officers of the Company and subject to the
terms and provisions of such plans or programs.

          (c) Bonus

               (i) During the Term,  Executive  shall be eligible to earn fiscal
year target bonus awards in accordance with the Management Incentive Programs in
effect each year.  In  accordance  with the 2004 Plan you will be eligible for a
target bonus award for 2004 of 50% of your Base Salary.  The bonus for each year
("Annual  Bonus")  shall be based upon the  attainment  of  Company  performance
targets for the  applicable  fiscal year,  as measured  against a written set of
reasonable  performance criteria communicated to Executive for such fiscal year.
The Annual Bonus shall be awarded  pursuant the Foamex  Salaried  Incentive Plan
(the "SIP") and except as otherwise provided for herein, shall be subject to the
terms and conditions of the SIP.


                                       2
<PAGE>


Notwithstanding the forgoing,  Executive shall be entitled to receive such other
incentive  compensation as the  Compensation  Committee of the Board may, in its
sole discretion, award.

               (ii) In the event Executive's employment is terminated on account
of death or Disability (as defined in Section 5.3),  Executive shall receive and
shall be awarded a pro-rata  portion of the Annual Bonus otherwise  payable with
respect to the fiscal year in which such event occurs.

          (d)  Vacation.  Executive  shall be entitled to a paid vacation of not
less than four (4) weeks per year,  in accordance  with Company  policy (but not
necessarily consecutive vacation weeks) for senior executive officers during the
Term.

          (e) Options.  From time to time, at the discretion of the Compensation
Committee  of the Board and in  accordance  with the  Company's  existing  stock
option plan the Executive will be eligible to participate in the Company's stock
option program or other equity compensation programs which may be implemented.

     3.2  Expenses.   The  Company  will  reimburse   Executive  for  reasonable
business-related  expenses incurred by him in connection with the performance of
his  duties  hereunder  during  the Term,  subject,  however,  to the  Company's
policies  relating to  business-related  expenses as in effect from time to time
during the Term.

                                   ARTICLE IV

                                Exclusivity, Etc.

     4.1  Exclusivity.  Executive agrees to perform his duties, responsibilities
and obligations hereunder efficiently and to the best of his ability.  Except as
set forth in  Section  1.1,  Executive  agrees  that he will  devote  his entire
working   time,   care  and   attention   and  best   efforts  to  such  duties,
responsibilities and obligations throughout the Term. Executive also agrees that
during the Term he will not engage in any other business activities, pursued for
gain,  profit  or  other  pecuniary  advantage,  that are  competitive  with the
activities  of the Company,  except as permitted in Section 4.2 and Section 1.1.
Executive  agrees that all of his activities as an employee of the Company shall
be in  substantial  conformity  with all  policies,  rules and  regulations  and
directions of the Company not inconsistent with this Agreement.

     4.2  Other  Business  Ventures.  Executive  agrees  that,  so long as he is
employed  by  the  Company,  he  will  not  own,  directly  or  indirectly,  any
controlling or substantial  stock or other  beneficial  interest in any business
enterprise which is engaged in, or competitive  with, any business engaged in by
the Company.  Notwithstanding  the  foregoing,  Executive  may own,  directly or
indirectly,  up to 1% of the outstanding  capital stock of any business having a
class of capital stock which is traded on any national  stock exchange or in the
over-the-counter market.


                                       3
<PAGE>


     4.3  Confidentiality; Non-competition.

          (a) Executive agrees that he will not, at any time during or after the
Term, make use of or divulge to any other person,  firm or corporation any trade
or  business  secret,  process,  method  or  means,  or any  other  confidential
information  concerning  the business or policies of the  Company,  which he may
have learned in connection with his employment.  For purposes of this Agreement,
a "trade or business secret, process, method or means, or any other confidential
information"  shall mean and include written  information  reasonably treated as
confidential or as a trade secret by the Company.  Executive's  obligation under
this  Section  4.3 (a)  shall not  apply to any  information  which (i) is known
publicly;  (ii) is in the public  domain or hereafter  enters the public  domain
without the fault of Executive; (iii) is known to Executive prior to his receipt
of such  information  from the  Company,  as  evidenced  by  written  records of
Executive or (iv) is hereafter disclosed to Executive by a third party not under
an obligation of confidence to the Company.  Executive agrees not to remove from
the premises of the Company,  except as an employee of the Company in pursuit of
the  business of the Company or except as  specifically  permitted in writing by
the Company,  any document or other object  containing  or  reflecting  any such
confidential  information.  Executive  recognizes  that all such  documents  and
objects, whether developed by him or by someone else, will be the sole exclusive
property of the Company. Upon termination of his employment hereunder, Executive
shall  forthwith  deliver  to the  Company  all such  confidential  information,
including without limitation all lists of customers,  correspondence,  accounts,
records and any other  documents  or  property  made or held by him or under his
control in relation to the  business or affairs of the  Company,  and no copy of
any such confidential information shall be retained by him.

          (b) If Executive's  employment is terminated for any reason other than
for  Cause,  Executive  shall not for a period of one year from the date of such
termination,  directly  or  indirectly,  whether  as  an  employee,  consultant,
independent contractor, partner, or joint venturer, (i) perform any services for
a  competitor  which has material  operations  which  directly  compete with the
Company  in the  sale of any  products  sold by the  Company  at the time of the
termination of Executive's employment;  (ii) solicit or induce, or in any manner
attempt  to  solicit or  induce,  any  person  employed  by, or as agent of, the
Company to terminate such person's contract of employment or agency, as the case
may be,  with the  Company or (iii)  divert,  or attempt to divert,  any person,
concern, or entity from doing business with the Company,  nor will he attempt to
induce any such person,  concern or entity to cease being a customer or supplier
of the Company.  Notwithstanding  anything herein to the contrary,  this Section
4.3(b) shall not prevent  Executive from acquiring  securities  representing not
more  than  5% of  the  outstanding  voting  securities  of  any  publicly  held
corporation.

                                   ARTICLE V

                                   Termination

     5.1  Termination  by the  Company.  The  Company  shall  have the  right to
terminate  Executive's  employment at any time, with or without "Cause," subject
to the


                                       4
<PAGE>


specific  contractual  obligations of the Company to Executive described herein.
For purposes of this Agreement, "Cause" shall mean (i) substantial and continued
willful failure by Executive to perform his duties  hereunder which results,  or
could  reasonably  be expected to result,  in material  harm to the  business or
reputation of the Company,  which failure is not cured (if curable) by Executive
within 60 days after written notice of such failure is delivered to Executive by
the Company, (ii) gross misconduct including, without limitation,  embezzlement,
fraud, or  misappropriation,  or (iii) the commission of a felony. The Company's
decision  under Section 2.1 to not extend this  Agreement  shall be considered a
termination without Cause.

     5.2  Death.  In the event Executive  dies during the Term,  this  Agreement
shall automatically  terminate,  such termination to be effective on the date of
Executive's death.

     5.3  Disability.  In the event that Executive shall suffer a Disability (as
defined  below),  the Company shall have the right to terminate this  Agreement,
such  termination to be effective upon the giving of notice thereof to Executive
in accordance with Section 6.4 hereof. For purposes of this Agreement,  the term
"Disability" means a physical or mental condition which have prevented Executive
from performing  satisfactorily his duties hereunder for a period of at least 90
consecutive  days in any 365 day period or 120  non-consecutive  days within any
365 day period.

     5.4  Termination  by  Executive  for Good  Reason.  This  Agreement  may be
terminated  by  Executive  upon thirty (30) days'  prior  written  notice to the
Company at any time within  ninety (90) days after the  occurrence of any of the
following events,  each of which shall constitute "Good Reason" for termination,
unless  otherwise  agreed to in writing by  Executive:  (i) the  Company and any
subsidiaries sell, lease or otherwise transfer all or substantially all of their
assets to an entity which has not either assumed the Company's obligations under
this  Agreement  or entered  into a new  employment  contract  which is mutually
satisfactory to Executive and such entity;  (ii) a material diminution occurs in
the duties or  responsibilities  of Executive  and such  diminution is not cured
within 15 days after  written  notice of the same is  received  by the  Company;
(iii) the  Company's  failure to pay  compensation  or grant Options as required
hereunder and such failure is not cured within 15 days after  written  notice of
the same is received by the Company; (iv) Executive is removed from the position
of Executive Vice President and Chief Financial Officer of the Company;  (v) the
principal  executive  offices of the Company  are moved to a location  more than
fifty (50) miles from its current location; (vi) a liquidation or dissolution of
the  Company  occurs;  (vii) a Change in Control  as  defined in the  Executives
Executive's  Change in Control  Protection  Agreement with the Company  attached
hereto as Exhibit A; or (viii) a series of  actions  or  failures  to act by any
executive officer or director of the Company that  unreasonably  interferes with
or materially impairs either the Executive's performance of his duties hereunder
or the Executive's ability to function as the Executive Vice President and Chief
Financial  Officer of the Company of which the  Executive  has provided  written
notice to the Board or to the  Nomination &  Governance  Committee of the Board;
provided,  that Good Reason shall not exist if, within 30 days after such notice
is received by the Board, the


                                       5
<PAGE>


Board or the Nomination & Governance  Committee of the Board in good faith takes
reasonable steps to cure the effects or the results of, if possible, such series
of actions or failures to act and takes  reasonable steps to prevent the further
occurrence  of such  actions or failures to act (such steps taken or to be taken
by either the Board or the  Nomination & Governance  Committee,  as  applicable,
shall  hereinafter be referred to as "Board or Committee  Actions"),  unless the
series of actions or failures to act  continue or recur  following  the Board or
Committee Actions.

     5.5  Effect of Termination.

          (a) In the event of  termination  of  Executive's  employment  for any
reason,  the Company shall pay Executive (or his beneficiary in the event of his
death) any Base Salary or other  compensation  earned but not paid to  Executive
prior to the effective date of such termination.

          (b) In  the  event  of a  termination  of  Executive's  employment  by
Executive  for Good Reason or by the  Company for reasons  other than for Cause,
death or Disability.  Executive shall receive an amount,  payable in twenty four
(24) equal monthly installments in accordance with the Company's regular payroll
policies, equal to the sum of the following: two multiplied by the amount of (i)
Executive's  current Base Salary on the date his employment is  terminated,  and
(ii)  Executive's  Annual Bonus,  calculated as though the Company and Executive
had attained 100% of the  performance  target for the  applicable  year in which
Executive's employment terminates.  Notwithstanding the foregoing,  in the event
Executive's  employment is terminated by Executive for Good Reason on account of
a Change in Control or by the Company for reasons other than for Cause, death or
Disability  within the  twelve  (12) month  period  commencing  on the date of a
Change in Control,  Executive's Change in Control Protection  Agreement with the
Company attached hereto as Exhibit A shall govern.

          (c) In  the  event  of a  termination  of  Executive's  employment  by
Executive  for Good Reason or by the  Company  for  reasons  other than Cause or
Disability,  Executive  shall be entitled  medical  coverage under the Company's
medical  plan in  accordance  with Section  3.1(b)  during the twelve (12) month
period  commencing  on  the  date  Executive's  employment  is  terminated  (the
"Severance Term").  Upon the expiration of the Severance Term Executive shall be
eligible to elect  medical  continuation  coverage  under the  provisions of the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA").

     5.6  Other Awards.  Except  as  otherwise  provided  in  Section  3.1(e)(i)
hereof,  Executive's rights upon termination of employment with respect to stock
options  or other  incentive  awards  not  covered  by this  Agreement  shall be
governed by the terms and conditions in the respective  stock option  agreements
or awards.

     5.7  Full  Settlement.  Except as specifically  provided in this Agreement,
Executive  shall  have no  rights  to  compensation  or  benefits  upon or after


                                       6
<PAGE>


termination  of  employment  except as may be  specifically  provided  under the
Company's employee benefit plans.

     5.8  Obligations Absolute; Withholding.

          (a) The  obligations  of the  Company  under this  Agreement  shall be
absolute  and  unconditional  and shall not be  affected  by any  circumstances,
including  without  limitation  (i)  Executive's  receipt  of  compensation  and
benefits  from  another  employer  in  the  event  that  Executive  accepts  new
employment following the termination of his employment under this Agreement,  or
(ii) any  set-off,  counterclaim,  recoupment,  defense or other right which the
Company may have against Executive or anyone else.

          (b) All payments to Executive  under this  Agreement may be reduced by
applicable withholding by federal, state or local law.

                                   ARTICLE VI

                                  Miscellaneous

     6.1  No  Mitigation.  Executive shall not be required  to mitigate  damages
resulting from his termination of employment.

     6.2  Indemnification.  In addition to all other rights  Executive  may have
under the Company's and any subsidiary's articles and bylaws, under any director
and officer liability policy or as a matter of law, the Company,  for itself and
on  behalf of all  subsidiaries,  shall  defend,  indemnify  and hold  Executive
harmless  from and against any and all claims,  demands,  actions,  proceedings,
losses,  damages, and expenses (including  reasonable  attorneys' fees and court
costs) arising out of Executive's  services as a director,  officer and employee
of the  Company and its  subsidiaries,  to the fullest  extent  permitted  under
Delaware law. This Section 6.2 shall survive  termination  of this Agreement and
Executive's employment with the Company for any reason whatsoever.

     6.3  Benefit of Agreement; Assignment; Beneficiary.

          This  Agreement  shall inure to the benefit of and be binding upon the
Company and its  successors  and assigns,  including,  without  limitation,  any
corporation  or  person  which  may  acquire  all  or  substantially  all of the
Company's  assets  or  business,  or with  or  into  which  the  Company  may be
consolidated  or merged.  This Agreement shall also inure to the benefit of, and
be  enforceable  by,  Executive  and  his  personal  or  legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees.  If  Executive  should die while any amount  would still be payable to
Executive  hereunder if he had continued to live, all such amounts shall be paid
in  accordance  with the terms of this  Agreement  to  Executive's  beneficiary,
devisee,  legatee  or  other  designee,  or if  there  is no such  designee,  to
Executive's estate.

     6.4  Notices.  Any  notice  required  or  permitted  hereunder  shall be in
writing and shall be  sufficiently  given if personally  delivered or if sent by
telegram or


                                       7
<PAGE>


telex or by registered or certified mail,  postage prepaid,  with return receipt
requested,  addressed:  (a) in the case of the  Company to Foamex  International
Inc., 1000 Columbia Avenue,  Linwood,  Pennsylvania  19096,  Attention:  General
Counsel,  or to such other address  and/or to the attention of such other person
as the Company shall  designate by written  notice to Executive;  and (b) in the
case of  Executive,  to his then current home address as shown on the  Company's
records, or to such other address as Executive shall designate by written notice
to the Company. Any notice given hereunder shall be deemed to have been given at
the time of receipt thereof by the person to whom such notice is given.

     6.5  Entire Agreement; Amendment.  Except as noted in this Agreement,  this
Agreement  contains the entire  agreement of the parties  hereto with respect to
the  terms  and  conditions  of  Executive's  employment  during  the  term  and
supersedes any and all prior agreements and  understandings,  whether written or
oral,  between the parties hereto with respect to compensation  due for services
rendered hereunder,  including,  without limitation,  the Prior Agreement.  This
Agreement  may not be changed or  modified  except by an  instrument  in writing
signed by both of the parties hereto.

     6.6  Waiver.  The waiver  by either  party of a breach  of any provision of
this Agreement shall not operate or be construed as a continuing  waiver or as a
consent to or waiver of any subsequent breach hereof.

     6.7  Headings. The Article and Section  headings herein are for convenience
of reference  only do not  constitute a part of this  Agreement and shall not be
deemed to limit or affect any of the provisions hereof.

     6.8  Governing Law.  This Agreement shall be governed by, and construed and
interpreted in accordance  with, the internal laws of the State of  Pennsylvania
without reference to the principles of conflict of laws.

     6.9  Agreement to Take Actions. Each party hereto shall execute and deliver
such documents,  certificates,  agreements and other instruments, and shall take
such other  actions,  as may be  reasonably  necessary  or desirable in order to
effectuate the purposes hereof.

     6.10 Arbitration. Except for disputes with respect to Article 4 hereof, any
dispute  between the parties  hereto  respecting  the meaning and intent of this
Agreement or any of its terms and  provisions  shall be submitted to arbitration
in  Philadelphia,  Pennsylvania,  in accordance with the Commercial Rules of the
American   Arbitration   Association   then  in  effect,   and  the  arbitration
determination resulting from any such submission shall be final and binding upon
the parties hereto.  Judgment upon any  arbitration  award may be entered in any
court of competent jurisdiction.

     6.11  Survivorship.  The respective  rights and  obligations of the parties
hereunder  shall  survive  any  termination  of  this  Agreement  to the  extent
necessary to the intended preservation of such rights and obligations.


                                       8
<PAGE>


     6.12  Validity.  The  invalidity  or  unenforceability  of any provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other provision or provisions of this Agreement,  which shall remain in full
force and effect.

     6.13  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.


                                       9
<PAGE>


     IN WITNESS  WHEREOF,  each of the  parties  hereto has duly  executed  this
Agreement effective as of the date first above written.

                                           FOAMEX INTERNATIONAL INC.

                                           By:  /s/ Thomas E. Chorman
                                                ----------------------------
                                                Name:   Thomas E. Chorman
                                                Title:  President and CEO



                                           EXECUTIVE



                                           /s/ K. Douglas Ralph
                                           ---------------------------------
                                           K. DOUGLAS RALPH



                                       10