[EXECUTION COPY]

                          AMENDMENT TO PROMISSORY NOTE

     This  AMENDMENT  TO  PROMISSORY  NOTE dated as of  February  18,  2000 (the
"Amendment"),  amends  in  certain  respects  the  Promissory  Note  dated as of
February 27, 1998 (as amended,  amended and restated,  supplemented or otherwise
modified  from time to time,  the  "Promissory  Note"),  made by  Foamex  Carpet
Cushion,  Inc.  ("New GFI" or the  "Promissor"),  in favor of Foam  Funding  LLC
(f/k/a Trace Foam LLC, the "Promisee").

                              W I T N E S S E T H:

     WHEREAS,  the  Promissor  (which  has  executed  the  Promissory  Note) has
requested of the Promisee,  and the Promisee has agreed, to amend the Promissory
Note as set forth herein.

     NOW, THEREFORE,  in consideration of the above recitals,  the Promissor and
the Promisee agree as follows:

     SECTION 1.  Defined  Terms.  Terms used  herein and not  otherwise  defined
herein have the meanings given such terms in the Promissory Note.

     SECTION 2. Amendments to the Promissory Note. The Promissory Note is hereby
amended as follows:

     2.1.  Amendment  to Section  6.01(c).  Clause  (c) of  Section  6.01 of the
Promissory  Note is hereby amended by (x) deleting  clause (iii) therein and (y)
inserting in lieu thereof, the following:

          "(iii)    an    opinion    on    such    financial    statements    by
     PricewaterhouseCoopers   or  such  other   independent   certified   public
     accountants  acceptable  to the  Promissee,  which opinion  shall,  for the
     fiscal year ended December 31, 1999, contain a going concern qualification,
     and for each fiscal year thereafter, be unqualified."

     SECTION  3.  Conditions  to  Effectiveness.  This  Amendment  shall  become
effective on the date hereof (the "Amendment  Effective Date"),  provided,  that
the following  conditions  precedent have been  satisfied  (unless waived by the
Promisee or unless the deadline for delivery has been extended by the Promisee):

          (i)  Documents.  The  Promisee  and the  Collateral  Agent (as defined
     below)  shall  have  received  on or before the  Effective  Date all of the
     following in form and substance  satisfactory  to the Promisee and Citicorp
     USA, Inc., as collateral agent (the "Collateral  Agent") under that certain
     TFLLC Note Assignment and Security Agreement, dated as of February 27, 1998
     (as amended, amended and restated,  supplemented or otherwise modified from
     time to time) made by the Promisee in favor of the Collateral Agent:


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               (a)  this  Amendment  duly  executed  and in form  and  substance
                    satisfactory to the Promisee;

               (b)  such additional documentation as the Promisee may reasonably
                    request; and

               (c)  copies of the  draft  PricewaterhouseCoopers  audit  opinion
                    with  respect to New GFI for the period  ended  December 31,
                    1999,  (the  "Audit  Opinion"),  substantially  in form  and
                    substance of Annex I attached hereto.

          (ii) Consents. The Promissor shall have received all material consents
     and authorizations required pursuant to any material Contractual Obligation
     with any other Person and shall have  obtained  all  material  consents and
     authorizations  of, and  effected  all  notices to and  filings  with,  any
     Governmental  Authority,  in each case,  as may be  necessary  to allow the
     Promissor to lawfully and without risk of rescission,  execute, deliver and
     perform, in all material respects, its obligations under this Amendment and
     the  Transaction  Documents  to which it is,  or is to be, a party and each
     other  agreement or  instrument to be executed and delivered by it pursuant
     thereto or in connection therewith.

          (iii) No Legal Impediments.  No law,  regulation,  order,  judgment or
     decree of any Governmental Authority shall, and the Promisee shall not have
     received  any notice  that  litigation  is pending or  threatened  which is
     likely to, impose or result in the imposition of a Material Adverse Effect.

          (iv) No Change in Condition.  No change in the condition (financial or
     otherwise),  business,  performance,   properties,  assets,  operations  or
     prospects of the Promissor or any of its  Subsidiaries and its subsidiaries
     shall have occurred since December 31, 1998, which change,  in the judgment
     of the  Promisee  will  have or is  reasonably  likely  to have a  Material
     Adverse Effect.

          (v) No Default.  After giving  effect to this  Amendment,  no Event of
     Default or Potential Event of Default shall have occurred.

          (vi)  Representations  and Warranties.  All of the representations and
     warranties  contained in Section 5.01 of the Promissory  Note and in any of
     the  Transaction  Documents  shall  be true  and  correct  in all  material
     respects on and as of the Amendment Effective Date.

     SECTION 4. Representations and Warranties.  The Promissor hereby represents
and warrants to the Promisee that (i) the execution, delivery and performance of
this Amendment by the Promissor are within the Promissor's  corporate powers and
have been duly  authorized  by all  necessary  corporate  action,  and (ii) this
Amendment  constitutes the legal, valid and binding obligation of the Promissor,
enforceable against the Promissor,  in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or  other  laws  relating  to or  limiting  creditors'  rights  generally  or by
equitable principles generally.


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     SECTION  5.  Reference  to  and  Effect  on  the   Transaction   Documents.

     5.1. Upon the effectiveness of this Amendment, on and after the date hereof
each  reference  in the  Promissory  Note  to  "this  Note",  "this  Agreement",
"hereunder",  "hereof",  "herein" or words of like import, and each reference in
any Transaction Documents,  shall mean and be a reference to the Promissory Note
as amended hereby.

     5.2.  Except  as  specifically  amended  above,  all  of the  terms  of the
Promissory Note and all Transaction Documents shall remain unchanged and in full
force and effect.

     5.3. The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein,  operate as a waiver of any right, power or
remedy of the Promissor under the Promissory  Note or any Transaction  Document,
nor  constitute  a  waiver  of any  provision  of  the  Promissory  Note  or any
Transaction Document.

     5.4.  As of the  Amendment  Effective  Date,  after  giving  effect to this
Amendment,  the  Promissor is in  compliance  in all material  respects with all
applicable  terms,  conditions  and  covenants  of the  Promissory  Note and all
Transaction Documents.

     5.5. Upon delivery to New GFI by  PricewaterhouseCoopers  of the originally
executed Audit Opinion,  if such Audit Opinion shall not be substantially in the
form and substance of Annex I hereto,  such occurrence shall constitute an Event
of Default under the Promissory Note.

     SECTION  6.  Miscellaneous.  This  Amendment  is to  be  delivered  to  the
Collateral Agent and attached as an allonge to the Promissory Note.

     SECTION 7. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and  delivered  shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

     SECTION 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO NEW YORK CONFLICT OF LAWS PRINCIPLES).

     SECTION 9. Headings. Section headings in this Amendment are included herein
for  convenience  of  reference  only and  shall not  constitute  a part of this
Amendment or be given any substantive effect.

     SECTION 10.  Successors and Assigns.  This Amendment  shall be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and assigns.


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     IN WITNESS  WHEREOF,  this  Amendment has been duly executed as of the date
first above written.

                                       FOAMEX CARPET CUSHION, INC.


                                       By     /s/ George L. Karpinski
                                            --------------------------
                                           Name:   George L. Karpinski
                                           Title:  Vice President



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                                       FOAM FUNDING LLC


                                       By     /s/ Philip N. Smith, Jr.
                                          ----------------------------
                                          Name:   Philip N. Smith, Jr.
                                          Title:  Vice President



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                                       CITICORP USA, INC., as Collateral Agent


                                       By     /s/  James R. Williams
                                           -------------------------
                                           Name:   James R. Williams
                                           Title:  Vice President