Management Agreement

Management Agreement

by Foamex International Inc.
June 19th, 1997

                        
                               FIRST AMENDMENT TO

                              MANAGEMENT AGREEMENT



                  THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (the "Amendment")
is made as of June 12, 1997,  by and between  Foamex  L.P.,  a Delaware  limited
partnership  ("Foamex"),  and Trace Foam Company,  Inc., a Delaware  corporation
formerly known as '21' Foam Company, Inc. ("Trace").

                              W I T N E S S E T H:

                  WHEREAS,  Foamex and Trace entered into that certain '21' Foam
Management Agreement, dated as of October 13, 1992 (the "Agreement");

                  WHEREAS,  the rights and  obligations of Foamex and Trace were
reaffirmed in the Affirmation  Agreement,  dated as of December 14, 1993, by and
among Foamex, Trace and FMXI, Inc., the managing general partner of Foamex;

                  WHEREAS,   Foamex  has   acquired   and  disposed  of  several
businesses  and the management of Foamex has become  increasingly  complex since
the date the Agreement was originally entered into; and

                  WHEREAS, Foamex and Trace desire to amend the Agreement as set
forth herein to increase the fees payable to Trace.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  covenants  set forth  herein  and for  other  good,  valid  and  binding
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:

                  1.  Amendment of Section 2(a). The Agreement is hereby amended
by deleting the words "annual  management fee of $1,750,000" from the definition
of  "Management  Fee" set forth in Section 2(a) and inserting in their place the
following words: "annual management fee of $3,000,000".

                  2.  Governing  Law.  This  Amendment  shall be governed by and
construed and enforced in accordance with the laws of the State of New York.

                  4.  Limitation.  Except as expressly  set forth  herein,  this
Amendment shall not be deemed to waive, amend or modify any term or condition of
the  Agreement,  each of which  shall  remain in full  force and  effect and are
hereby ratified and confirmed.






                  5. Counterparts.  This Amendment may be executed in any number
of counterparts,  each of which when executed and delivered will be deemed to be
an original,  and all of which taken  together  will be deemed to be but one and
the same instrument.










                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be executed by their respective  officers thereunto duly authorized
as of the date first above written.

                                           FOAMEX L.P.

                                           By: FMXI, INC.
                                           its Managing General Partner



                                           By: /s/ George Karpinski
                                           Name: George Karpinski
                                           Title: Vice President



                                           TRACE FOAM COMPANY, INC.



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