Thanks Everyone, I'll pull it all off I guess.
The first room was hardly used and the foam was reall good, carpet ok too just faded. The hallway was, as Chris suggested, deteriorating and turning to dust so that will need to come out anyway.
The manufacture did not call for extra padding so I will just make sure the floor is good and secure.
Another question. The Laminate will run across the top of the stairs from the hall into another room. No way is this going on the stairs.
There is currently carpet on the stairs and it will likly be replaced soon. Should I run the laminate to the top of the riser and put a bull nose molding over it, or keep it back a foot or two and have a carpet landing?