===============================================================================










                          CONSENT, WAIVER AND AMENDMENT

                                    AGREEMENT

                                     BETWEEN

                           FOAMEX-JPS AUTOMOTIVE L.P.

                                       AND

                                   FOAMEX L.P.











                          Dated as of December 11, 1996


===============================================================================



<PAGE>

                                TABLE OF CONTENTS

                                                                          Page


ARTICLE I.  WAIVERS; AMENDMENTS; AND RELEASE OF COLLATERAL..................2
         Section 1.1.  Waiver Payment; Reduction
                          of Accreted Value.................................2
         Section 1.2.  Waiver...............................................2
         Section 1.3.  Effect of Amendment..................................3
         Section 1.4.  Release of Company Pledged Interests; 
                       Termination of Company Pledge
                          Agreement.........................................3
         Section 1.5.  Release of JPS Partners Pledged Interests; 
                       Termination of JPS Partners
                          Pledge Agreement..................................3
         Section 1.6.  Further Assurances...................................3

ARTICLE II.  REBORROWING OF WAIVER PAYMENT; REINSTATEMENT OF NOTE...........4
         Section 2.1.  Reborrowing of Waiver Payment........................4
         Section 2.2.  Reborrowing of Waiver Payment........................4
         Section 2.3.  Subrogation to Company Rights; 
                       Mandatory Prepayment Obligation......................4

ARTICLE III.  REPRESENTATIONS AND WARRANTIES................................5
         Section 3.1.  Mutual Representations and Warranties................5
         Section 3.2.  Additional Company Representations 
                         and Warranties.....................................6

ARTICLE IV.  MISCELLANEOUS PROVISIONS.......................................6
         Section 4.1.  Expenses.............................................6
         Section 4.2.  Effectiveness........................................6
         Section 4.3.  Counterparts.........................................7
         Section 4.4.  Governing Law........................................7
         Section 4.5.  Headings.............................................7
         Section 4.6.  No Other Changes.....................................7
         Section 4.7.  Conflict of Terms....................................7

                                      -i-
<PAGE>

                    CONSENT, WAIVER AND AMENDMENT AGREEMENT

                  Consent, Waiver and Amendment Agreement (this "Agreement"),
dated as of December 11, 1996, by and between Foamex-JPS Automotive L.P., a
Delaware limited partnership (the "Company"), and Foamex L.P., a Delaware
limited partnership, the "Holder").

                                R E C I T A L S:

                  WHEREAS, on June 28, 1994 the Company issued to Holder its
Senior Note due 2006 in the principal amount of $87,943,103.14 (as amended,
supplemented or otherwise modified from time to time, the "Note"); and

                  WHEREAS, in consideration of Holder's purchase of the Note,
the Company, pursuant to the Pledge Agreement, dated as of June 28, 1994,
between the Company and Holder (the "Company Pledge Agreement") pledged to
Holder certain of its assets, including without limitation all of the Company's
right, title and interests in 99% of the issued and outstanding limited
partnership interests of JPS Automotive L.P. ("JPS Partners"), a Delaware
limited partnership (the "Company Pledged Interests"); and

                  WHEREAS, in consideration of Holder's purchase of the Note,
the Company caused JPS Partners, pursuant to the Pledge Agreement, dated as of
June 28, 1994, between JPS Partners and Holder (the "JPS Partners Pledge
Agreement" and, together with the Company Pledge Agreement, the "Pledge
Agreements") to pledge to Holder certain of its assets, including without
limitation all of the Company's right, title and interests in all of the issued
and outstanding common stock of JPS Automotive Products Corp. ("JAPC"), a
Delaware corporation (the "JPS Partners Pledged Interests" and together with the
Company Pledged Interests, the "Collateral"); and

                  WHEREAS, the Company has entered into an Equity Purchase
Agreement by and among JPSGP Inc., a Delaware corporation ("JPSGP"), the
Company, and Collins & Aikman Products Co., a Delaware corporation ("C&A"),
dated August 28, 1996 (as amended, supplemented or otherwise modified from time
to time, the "Equity Purchase Agreement"), pursuant to which the Company has
agreed to sell the Company Pledged Interests to C&A (the "Sale"); and

                  WHEREAS,  the Company has requested  that Holder waive certain
provisions  of the Note and  release the  Collateral  in  consideration  for the
Waiver  Payment upon the terms and subject to the  conditions  set forth in this
Agreement; and

<PAGE>



                  WHEREAS, capitalized terms used herein, and not otherwise
defined, shall have the respective meanings ascribed to them in the Note.

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:

                                   ARTICLE I.

           ARTICLE II. WAIVERS; AMENDMENTS; AND RELEASE OF COLLATERAL

                  Section 1.1. Waiver Payment; Reduction of Accreted Value .

                  (a) Upon the effectiveness of this Agreement pursuant to
         Section 4.2 hereof, in consideration of the waivers and other
         agreements of Holder set forth in this Agreement, the Company shall pay
         to Holder $18,623,788.16 (the "Waiver Payment") in immediately
         available funds.

                  (b) Upon receipt by Holder of the Waiver Payment, the Accreted
         Value of the Note shall be reduced by an amount equal to the Waiver
         Payment divided by 1.01. Holder and the Company shall execute an
         allonge, substantially in the form of Exhibit A, evidencing the
         reduction in the Accreted Value and the maximum principal amount of the
         Note resulting from such reduction.

                  Section 1.2. Waiver. In consideration of the Waiver Payment,
Holder hereby:

                  (a) consents to the Company entering into the Equity Purchase
         Agreement and to the consummation of the transactions contemplated
         thereby and the performance by the Company of its obligations
         thereunder, and waives any Default or Event of Default under the Note
         arising solely out of the sale of the Company Pledged Interests by the
         Company pursuant to the Equity Purchase Agreement;

                  (b) waives the occurrence of a "Change of Control" arising out
         of the Sale, any requirement that the Company repurchase or offer to
         repurchase the Note upon the occurrence of such a Change of Control,
         and any notice of such Change of Control;

                  (c) waives the occurrence of an "Asset Sale" arising out of
         the Sale, any requirement that the Company apply the proceeds of the
         Asset Sale in any manner, or redeem or offer to redeem the Note, or a

                                      -2-

<PAGE>

         portion  thereof,  upon the  occurrence of such an Asset Sale,  and any
         notice of such Asset Sale; and

                  (d) waives the requirement that the Company apply any "Excess
         Cash Payments" arising out of the Sale to an offer to redeem the Note.

                  Section 1.3. Effect of Waivers. On and after the date
hereof, each reference in the Note to "this Note", "hereof", "hereunder" or
words of like import referring to the Note, shall mean and be a reference to the
Note, subject to the terms of this Agreement. The Note, as amended and waived by
this Agreement, shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed.

                  Section 1.4 Release of Company Pledged Interests; Termination
of Company Pledge Agreement.

                  (a) Holder hereby releases all of its liens, claims, right,
         title and interest in and to the Company Pledged Interests, including
         the 99% limited partnership interest in JPS Partners evidenced by
         partnership certificate number 102 held by Holder pursuant to the
         Company Pledge Agreement.

                  (b) The Company Pledge Agreement is hereby terminated and
         shall be of no further force and effect.

                  Section 1.5. Release of JPS Partners Pledged Interests;
Termination of JPS Partners Pledge Agreement

                  (a) Holder hereby releases all of its liens, claims, right,
         title and interest in and to the JPS Partners Pledged Interests,
         including the 100 shares of JAPC common stock evidenced by stock
         certificate number 2 held by Holder pursuant to the JPS Partners Pledge
         Agreement.

                  (b) The JPS Partners Pledge Agreement is hereby terminated and
         shall be of no further force and effect.

                  Section 1.6. Further Assurances . Upon the request of the
Company at any time after the date hereof, Holder shall forthwith execute and
deliver such further instruments of release, direction or authorization and
other documents as may be reasonably requested in order to effectuate the
purposes of this Agreement. Upon its receipt of written evidence of the closing
of the transactions contemplated by the Equity Purchase Agreement, Holder will
deliver to the Company executed UCC-3 termination statements, in form and
substance reasonably satisfactory to the Company.

                                      -3-
<PAGE>

                                  ARTICLE III.

              REBORROWING OF WAIVER PAYMENT; REINSTATEMENT OF NOTE

                  Section 2.1. Reborrowing of Waiver Payment . If at any time
subsequent to the date of this Agreement and prior to July 1, 2006, the Company
is obligated to make any payment to C&A or any Affiliates of C&A in connection
with an adjustment of the purchase price or indemnification obligation under the
Equity Purchase Agreement, then the Company shall have the right to require
Holder to lend an amount equal to such payment obligation (but in no event
greater than the Waiver Payment) to the Company upon ten (10) Business Days'
notice (a "Reborrowing Notice"). Notwithstanding the anything to the contrary
contained in this Agreement, Holder shall not be required to extend such loan if
the loan would constitute a Default or Event of Default under the terms of the
Third Amended and Restated Credit Agreement, dated as of July 30, 1996, among
Foamex L.P., General Felt Industries, Inc., Trace Foam Company, Inc., FMXI Inc.,
the Institutions from time to time party thereto as Lenders, the Institutions
from time to time party thereto as Issuing Banks, and Citibank N.A. and The Bank
of Nova Scotia, as Administrative Agents, as such agreement may be amended.

                  Section 2.2. Reborrowing of Waiver Payment. Upon receipt of a
Reborrowing Notice, Holder shall promptly lend the amount set forth in the
Reborrowing Notice (the "Reborrowed Amount") to the Company, which shall apply
such amounts to its payment obligations under the Equity Purchase Agreement. If
such reborrowing occurs on or prior to July 1, 2000, the Reborrowed Amount shall
be added to the Accreted Value of the Note, and if such reborrowing occurs
subsequent to July 1, 2000, the Reborrowed Amount shall be added to the
Principal Amount of the Note. The parties shall execute an allonge, or other
appropriate documentation, to evidence the increase in the Accreted Value and/or
Principal Amount of the Note.

                  Section 2.3. Subrogation to Company Rights; Mandatory
Prepayment Obligation.

                  (a) The Company hereby assigns to Holder any right the Company
         may have against C&A and its Affiliates to recover any Reborrowed
         Amount that Holder has lent to the Company pursuant to this Article.
         The Company agrees to cooperate reasonably with Holder, at Holder's
         sole cost and expense, in connection with Holder's efforts to pursue
         such rights, including, without limitation, providing reasonable access
         to the Company's personnel, books and records, making its personnel and
         those of its Affiliates reasonably available for deposition and
         testimony and executing such additional instruments of assignment to
         evidence the assignment of such rights. In the event such rights by

                                      -4-

<PAGE>

         their  terms may not be  assigned,  the  Company  agrees to pursue  its
         rights  against  such other  Person,  at the sole cost and  expense and
         direction of Holder, and to remit to Holder any recovery. The amount of
         any such  recovery by Holder,  net of all costs of  recovery,  shall be
         deemed to be a prepayment of the amounts outstanding under the Note.

                  (b) To the extent the Company recovers from any person an
         amount with respect to any Reborrowed Amount that Holder has lent to
         the Company pursuant to this Article, the Company shall apply such
         amount to a prepayment of the amounts outstanding under the Note.

                                   ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES

                  Section 3.1. Mutual Representations and Warranties. Each
party hereto represents and warrants to the other as follows:

                  (a) It has all requisite partnership power and authority to
         enter into and perform its obligations under this Agreement. The
         execution, delivery and performance of this Agreement have been duly
         authorized by all necessary partnership action on the part of it, and
         this Agreement constitutes the legal, valid and binding obligation of
         it enforceable against it in accordance with its terms, except as such
         enforcement may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or other similar laws affecting rights of
         creditors generally and by general principles of equity (regardless of
         whether enforcement is sought in a proceeding at law or in equity).

                  (b) The execution, delivery and performance by it of this
         Agreement and the consummation of the transactions contemplated hereby,
         do not and will not conflict with, result in a violation or breach of,
         constitute a default (or an event which with the giving of notice or
         the lapse of time or both would constitute a default) or give rise to
         any right of termination or acceleration of any right or obligation of
         it under, or result in the creation or imposition of any lien,
         mortgage, pledge, security interest, claim, right of first refusal or
         other limitation on transfer or other encumbrance (any of the
         foregoing, a "Lien") upon any of its assets or properties by reason of
         the terms of, (i) its partnership agreement or other charter or
         organizational document, (ii) any contract, agreement, lease, license,
         mortgage, note, bond, debenture, indenture or other instrument or
         obligation to which it is a party or by or to which it or its assets or
         properties may be bound or subject, (iii) any order, writ, judgment,
         injunction, award, decree, law, statute, rule or regulation applicable

                                      -5-
<PAGE>

         to it or (iv) any license, permit, order, consent, approval,
         registration, authorization or qualification with or under any
         governmental agency, other than (x) in the case of the Holder (I) a
         fairness opinion from a nationally recognized investment bank as to the
         fairness of the Agreement from a financial point of view is required to
         avoid a conflict with the Foamex Senior Note Indenture, the Foamex
         Senior Secured Note Indenture, the Foamex Senior Subordinated Debenture
         Indenture, the Foamex Series B Debenture Indenture, and the Foamex
         Credit Facility, and (II) loans of the Reborrowed Amounts will require
         the consent of the requisite lenders under the Foamex Credit Facility
         and (y) in the case of clauses (ii), (iii) or (iv) above any conflict,
         violation, breach or default which would not, individually or in the
         aggregate together with all other such conflicts, violations, breaches
         or defaults, have a material adverse effect on it or have a material
         adverse effect on its ability to perform its obligations, or consummate
         the transactions contemplated, hereunder.

                  (c) No consent, approval or authorization of, or registration,
         filing or declaration with, any governmental authority by it is
         required for the validity of the execution and delivery by it of this
         Agreement or the consummation of the transactions contemplated hereby.

                  Section 6.4. Additional Company Representations and Warranties
 . The Company represents and warrants to Holder that the Waiver Payment is equal
to the Net Proceeds from the Sale, without giving effect to clause (iv) of the
definition of such term.

                                  ARTICLE VII.

                            MISCELLANEOUS PROVISIONS

                  Section 4.1. Expenses. Except as expressly set forth herein,
each party to this Agreement shall bear all of its legal, accounting, and other
expenses incurred by it or on its behalf in connection with the transactions
contemplated by this Agreement.

                  Section 4.2. Effectiveness. This Agreement shall become
effective upon receipt by Holder of (a) a copy of this Agreement executed by the
Company, (b) the Waiver Payment, and (c) the opinion set forth in Section
3.1(b)(x)(I).

                  Section 4.3. Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

                                      -6-
<PAGE>

                  Section 4.4. Governing Law. This Agreement shall be governed
by and construed in accordance with the internal laws of the State of New York,
without giving effect to conflicts of law principles.

                  Section 4.5. Headings. The headings of the several sections
of this Agreement are inserted for convenience only and shall not in any way
affect the meaning or construction of this Agreement.

                  Section 4.6.  No Other Changes.

                  (a) Except as expressly stated herein, the Note is unaffected
         hereby and shall remain in full force and effect in accordance with the
         terms thereof.

                  (b) Except as expressly set forth herein, Holder does not
         waive (i) any breaches or defaults under the Note or any other
         agreements executed concurrently therewith or pursuant thereto, whether
         known or unknown, previously or hereafter arising, or of any nature or
         character whatsoever, or (ii) any of its respective rights or remedies
         thereunder or under applicable law to which Holder may be entitled.

                  Section 4.7. Conflict of Terms. In the event of any
inconsistency between the provisions of this Agreement and any provision of the
Note, or the Pledge Agreements, as the case may be, the terms and provisions of
this Agreement shall govern and control.

              [The rest of this page is intentionally left blank.]




                                      -7-
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have each caused this
Agreement to be duly executed and delivered as of the date first written above.

                                      FOAMEX-JPS AUTOMOTIVE L.P.,
                                      a Delaware limited partnership
                                        By FJGP Inc., a Delaware 
                                        corporation and its
                                        general partner



                                      By:
                                         Name: Philip N. Smith, Jr.
                                         Title: Vice President and
                                                Secretary



                                      FOAMEX L.P.,
                                      a Delaware limited partnership
                                        By FMXI Inc., a Delaware corporation 
                                        and its general partner


                                      By:
                                         Name: Philip N. Smith, Jr.
                                         Title: Vice President and
                                                Secretary


Solely for purposes of
Section 1.5,

JPS AUTOMOTIVE L.P.,
a Delaware limited partnership 
   By JPSGP Inc., a Delaware
   corporation and its general 
   partner


By:
   Name:  Philip N. Smith, Jr.
   Title: Vice President and
          Secretary

                                      -8-
<PAGE>

                                                                     EXHIBIT A

                                     ALLONGE

                           FOAMEX-JPS AUTOMOTIVE L.P.
                              SENIOR NOTE DUE 2006

Number R-1

                     Original Principal Amount: $87,943,103.14
                     Principal Amount:  $[__________]
                     Original Accreted Value: $[35,300,000]
                     Accreted Value: $[____________]
                     Original Date: June 28, 1994


                  1. Foamex-JPS Automotive L.P., a Delaware limited partnership
(the "Company"), the issuer of the above-described Senior Note (as amended,
supplemented or otherwise modified from time to time, the "Note"), and Foamex
L.P., a Delaware limited partnership ("Holder"), hereby acknowledge that they
have entered into that certain Consent, Waiver and Amendment Agreement, dated
____________, 1996 (the "Agreement"), pursuant to which the Company and Holder
have agreed, among other things, to amend certain terms of the Note.

                  2. The terms of the Note are hereby modified as provided in
the Agreement.


<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have each caused this
Allonge to be duly executed and delivered as of the date first written above.

                                      FOAMEX-JPS AUTOMOTIVE L.P.,
                                      a Delaware limited partnership
                                        By FJGP Inc., a Delaware
Signed, sealed and delivered            corporation and its general
in the presence of:                     partner



____________________________          By:  ______________________________
                                           Name:
                                           Title:


                                      FOAMEX L.P.,
                                      a Delaware limited partnership
                                        By FMXI Inc., a Delaware
Signed, sealed and delivered            corporation and its general
in the presence of:                     partner



____________________________          By:  ______________________________
                                           Name:
                                           Title:



                                      A-2