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                                                                 EXHIBIT 10.211


                 Amendment to Employees and Facilities Agreement


This Amendment to Employees and Facilities Agreement is dated as of December 19,
2001, and amends, effective January 1, 2002, that certain Employees and
Facilities Agreement dated as of May 19, 2000 and further amendments dated
October, 2000, February 7, 2001 and June 4, 2001 (the "Original Agreement") by
and among Wilshire Technologies, Inc., a California corporation ("Wilshire") and
Foamex Asia Co., Ltd., a limited company organized and existing under the laws
of the Kingdom of Thailand ("Foamex").

        1. The Original Agreement is in full force and effect. The Original
Agreement provides for termination on December 31, 2001. The parties desire to
renew the Original Agreement for a period of one year, commencing January 1,
2002 and terminating December 31, 2002, subject to the following modifications,
which shall apply with respect to the renewal period only.

        (a) The chart set forth in Section 2.2 of the Original Agreement shall
be replaced in full by the following chart:


<TABLE>
<CAPTION>
                                          Foamex's Maximum
        Key Personnel                   Monthly Contribution
        -------------                   --------------------
<S>                                           <C>
        Fred Pisacane                          8,200
        Tom Laws                               4,400
        Rex Peterson                           4,200
        Debra Blache                           2,900
        Erica Bryant                           1,100
        Becky Noel                             2,200
        Warehouse                              1,600
        Nancy Brantner                         1,600
        Suzanne Barris                         2,300
        Chris Freitag                          3,800
</TABLE>

        In addition to the Key Personnel noted above, Foamex agrees to pay to
Wilshire fifteen percent (15%) of the total monthly compensation (including
salary, benefits, and withholdings) paid to Heather Davis, up to a maximum
amount of seven hundred dollars ($700.00). The parties anticipate that Ms.
Davis' services to Foamex will not exceed 6 hours per week.

        Foamex further agrees to pay to Wilshire six thousand dollars
($6,000.00) per month for Laura Dotson's services as Ms. Dotson will continue to
dedicate one hundred percent (100%) of her services to Foamex during that time
period.

        (b) Section 4.6. is modified to read:

        "On the first day of each calendar month during the Term of this
Agreement, Foamex agrees to pay to Wilshire the sum of $7,480.00, which amount
represents fifty



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percent (50%) ("Foamex's Share of Lease Expenses") of the Division's current net
monthly lease expenses. In the event the Effective Date is other than the first
day of a calendar month, Foamex's Share of Monthly Lease Expenses due hereunder
will be prorated based upon a 30-day calendar month."

        (c) Section 5.0 is modified to read:

        "Administration Services - Wilshire shall provide the following
administration services to Foamex during the term of this Ongoing Agreement:

               5.1.1. Arranging meetings, visits, training and consultations
between Foamex and Wilshire concerning technical matters relative to the
Purchase Agreement.

               5.1.2. Producing reports of Wilshire to aid in the ownership
transition contemplated under the Purchase Agreement.

               5.1.3. Supervising submission and acceptance of all items payable
pursuant to this Ongoing Agreement.

               5.1.4 Maintain adequate values of Domestic Property insurance to
cover the estimated value of Foamex inventory warehoused by Wilshire. A monthly
fee of seven hundred dollars ($700.00) will be billed to Foamex to reimburse
Wilshire for the portion of premiums related to the Foamex inventory.

        (d) Section 7.1 is modified to read:

        "The term of the renewal of this Agreement will commence on January 1,
        2002 and will continue until December 31, 2002 ("Renewal Term").

        2. Except as expressly set forth in this Amendment, the terms of the
Original Agreement shall continue to apply during the Renewal Term.



                                 Wilshire Technologies, Inc.,
                                 a California corporation


                                 By  /s/  Kevin Mulvihill
                                     --------------------------------------
                                 Title: Kevin Mulvihill, President and CEO


                                 FOAMEX ASIA CO., LTD.,
                                 a limited company organized and existing under
                                 the laws of the Kingdom of Thailand


                                 By: /s/ Steve Scibelli
                                     --------------------------------------
                                 Title: Stephen P. Scibelli, Jr., President



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