EXHIBIT 4.4.7


                                                                EXECUTION COPY


                          COPYRIGHT SECURITY AGREEMENT


     COPYRIGHT  SECURITY  AGREEMENT,  dated as of March 25, 2002, by FOAMEX L.P.
(the  "Borrower")  and each of the other entities  listed on the signature pages
hereof or which becomes a party hereto  pursuant to Section 7.10 of the Security
Agreement   referred  to  below  (each  a  "Grantor"  and,   collectively,   the
"Grantors"),  in favor of Citicorp USA, Inc.  ("Citicorp"),  as collateral agent
for the Secured Parties (as defined in the Credit  Agreement  referred to below)
(in such capacity, the "Collateral Agent").

                              W I T N E S S E T H:

     WHEREAS,  pursuant to the Credit  Agreement,  dated as of June 12, 1997, as
amended and restated as of February 27, 1998, as further amended and restated as
of June 29, 1999 and as further  amended  and  restated as of March 25, 2002 (as
further amended,  amended and restated,  supplemented or otherwise modified from
time to time,  the "Credit  Agreement")  entered into among the Borrower,  FMXI,
Inc., a Delaware  corporation  and the managing  general partner of the Borrower
("FMXI"),  the financial institutions from time to time party thereto as lenders
(the "Lenders"),  the financial  institutions from time to time party thereto as
issuing banks (the "Issuing Banks"),  Citicorp USA, Inc., a Delaware corporation
("Citicorp"),  in its capacities as the administrative  agent and the collateral
agent for the Lenders and the Issuing Banks thereunder (in such capacities,  the
"Administrative Agent" and the "Collateral Agent," respectively) and The Bank of
Nova Scotia,  in its capacities as  syndication  agent and funding agent for the
Lenders and the Issuing Banks,  the Lenders and the Issuing Banks have severally
agreed to make  extensions  of credit to the Borrower upon the terms and subject
to the conditions set forth therein; and

     WHEREAS,  the  Grantors  other than the  Borrower are party to the Guaranty
pursuant to which they have guaranteed the Obligations; and

     WHEREAS,  all the Grantors are party to a Pledge and Security  Agreement of
even date herewith in favor of the Collateral  Agent (the "Security  Agreement")
pursuant  to which the  Grantors  are  required  to  execute  and  deliver  this
Copyright Security Agreement;

     NOW, THEREFORE, in consideration of the premises and to induce the Lenders,
the  Issuing  Banks  and the  Administrative  Agent  to enter  into  the  Credit
Agreement  and to  induce  the  Lenders  and the  Issuing  Banks  to make  their
respective extensions of credit to the Borrower thereunder,  each Grantor hereby
agrees with the Collateral Agent as follows:

     SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in
the Credit  Agreement  or in the  Security  Agreement  and used  herein have the
meaning given to them in the Credit Agreement or the Security Agreement.

     SECTION  2.  Grant of  Security  Interest  in  Copyright  Collateral.  Each
Grantor,  as collateral  security for the full,  prompt and complete payment and
performance when due (whether at stated maturity,  by acceleration or otherwise)
of the  Secured  Obligations  of such  Grantor,  hereby  mortgages,  pledges and
hypothecates to the Collateral Agent for the benefit of the Secured Parties, and
grants to the Collateral  Agent for the benefit of the Secured Parties a lien on
and security interest in, all of its right,  title and interest in, to and under
the following Collateral of such Grantor (the "Copyright Collateral"):

     (a) all of its  Copyrights  and Copyright  Licenses to which it is a party,
including those referred to on Schedule I hereto;




     (b) all reissues, continuations or extensions of the foregoing; and

     (c) all Proceeds of the foregoing,  including any claim by Grantor  against
third  parties  for  past,  present,  future  infringement  or  dilution  of any
Copyright or Copyright licensed under any Copyright License.

     SECTION 3. Security  Agreement.  The security  interest granted pursuant to
this Copyright  Security  Agreement is granted in conjunction  with the security
interest granted to the Collateral Agent pursuant to the Security  Agreement and
each Grantor hereby acknowledges and affirms that the rights and remedies of the
Collateral  Agent  with  respect  to the  security  interest  in  the  Copyright
Collateral  made and  granted  hereby are more  fully set forth in the  Security
Agreement,  the terms and  provisions  of which are  incorporated  by  reference
herein as if fully set forth herein.

                            [signature page follows]


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     IN WITNESS  WHEREOF,  each  Grantor  has  caused  this  Copyright  Security
Agreement to be executed and  delivered by its duly  authorized  offer as of the
date first set forth above.


                                           Very truly yours,

                                           Foamex L.P.

                                           By FMXI, Inc.
                                              its Managing General Partner


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



Accepted and Agreed:

CITICORP USA, INC., as Collateral Agent


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

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