Exhibit 10.1

AMENDMENT No. 6, dated as of January 1, 2004, to AMENDED AND RESTATED MANAGEMENT
AGREEMENT, dated as of January 1, 1999, as amended by Amendment No. 1, dated as
of January 1, 2000, Amendment No. 2, dated as of January 1, 2001, Amendment No.
3, dated as of June 27, 2001, Amendment No. 4, dated as of January 1, 2002 and
Amendment No. 5, dated as of January 1, 2003 (as so amended, the "Agreement"),
by and among G-I Holdings Inc., Merick Inc., International Specialty Products
Inc. ("ISP"), International Specialty Holdings Inc. ("ISH"), ISP Investco LLC
("Investco"), ISP Synthetic Elastomers LP ("Elastomers"), GAF Broadcasting
Company, Inc., Building Materials Corporation of America ("BMCA"), and ISP
Management Company, Inc. (the "Company"), as assignee of ISP Chemco Inc.
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.

WHEREAS, ISH and Elastomers desire to become members of the Overhead
Group to utilize the Services provided by the Company under the Agreement, and
the Company desires to provide ISH and Elastomers with such Services; and

WHEREAS, in accordance with Section 7 of the Agreement, the parties
desire to adjust the management fees payable to the Company under the Agreement
in order to properly reflect the costs to the Company of providing services
thereunder;

NOW, THEREFORE, the parties hereby amend the Agreement as follows:

1. Effective as of the date hereof, ISH and Elastomers shall each
become a party to the Agreement and shall each constitute a member of the
Overhead Group.

2. The second sentence of the last paragraph of Section 2 of the
Agreement is hereby amended, effective as of the date hereof, to read in its
entirety as follows:

"It is understood and agreed by BMCA and the Company that
(a) computer services, corporate human resources, risk
management and certain other administrative services, such
as telephone, telecopy, telex and photocopy, shall not be
within the scope of, or provided by the Company to BMCA
under this Agreement and (b) to the extent that certain
facilities services and utilities are furnished to BMCA
pursuant to the sublease referred to in Section 3 of this
Agreement, such services and utilities shall not be within
the scope of, or provided by the Company to BMCA under,
this Section 2."

3. Section 3 of the Agreement is hereby amended, effective as of the
date hereof, to read in its entirety as follows:

"In consideration of the Company providing Services
hereunder, each of the parties listed below shall pay to
the Company a management fee (the "Management Fee") at the
following respective rates for the quarter ending March 31,
2004 and for each quarter thereafter for which this
Agreement has been extended as provided in Section 1 of
this Agreement: BMCA (on behalf of itself, its parent and
its subsidiaries) - $951,000; ISP - $5,000; ISH - $20,000;
Elastomers - $244,982.10 and Investco (on behalf of itself
and its subsidiaries) - $749,750. The Management Fee shall
be payable monthly in arrears.

In addition to the Management Fee, a wholly owned
subsidiary of BMCA shall pay to Company (as successor to
both the overlandlord's and sublandlord's interests in the

subject real property) rent payments pursuant to and in
accordance with the terms of the Sublease (as amended)
between such wholly owned subsidiary of BMCA and Company,
the form of which is attached as Exhibit A hereto and made
a part hereof.

In consideration of BMCA providing G-I Services hereunder,
G-I Holdings Inc. (on behalf of itself and its subsidiaries
other than BMCA and BMCA's subsidiaries) shall pay to BMCA
a management fee (the "G-I Management Fee") at the rate of
$200,250 for the quarter ended March 31, 2004 and for each
quarter thereafter for which this Agreement has been
extended as provided in Section 1 of this Agreement.
The G-I Management Fee shall be payable monthly in
arrears."

4. Exhibit A to the Agreement is hereby amended to substitute
therefore Exhibit A to this Amendment.

5. In all other respects, the Agreement as previously amended shall
remain in full force and effect.

6. This Amendment is subject to the approval of the Board of
Directors of the Company.

7. This Amendment may be executed in one or more counterparts, each
of which shall be an original but all of which, taken together, shall constitute
one and the same instrument. Failure by any one party to execute this Amendment
shall not affect the rights and obligations of any other party signatory hereto.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.

G-I HOLDINGS INC. GAF BROADCASTING COMPANY, INC.

By: /s/ Richard A. Weinberg By: /s/ Susan B. Yoss
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Name: Richard A. Weinberg Name: Susan B. Yoss
Title: President, Chief Executive Officer, Title: Senior Vice President,
General Counsel and Secretary Chief Financial Officer and Treasurer

MERICK INC. BUILDING MATERIALS
CORPORATION OF AMERICA

By: /s/ Susan B. Yoss By: /s/ John F. Rebele
------------------------------------------ --------------------------------------------
Name: Susan B. Yoss Name: John F. Rebele
Title: Senior Vice President, Title: Senior Vice President and
Chief Financial Officer and Treasurer Chief Financial Officer

INTERNATIONAL SPECIALTY ISP MANAGEMENT COMPANY, INC.
PRODUCTS INC.

By: /s/ Neal E. Murphy By: /s/ Neal E. Murphy
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Name: Neal E. Murphy Name: Neal E. Murphy
Title: Senior Vice President and Title: Senior Vice President and
Chief Financial Officer Chief Financial Officer

ISP SYNTHETIC ELASTOMERS LP ISP INVESTCO LLC
By: ISP Synthetic GP LLC, By: International Specialty Holdings Inc.,
its General Partner its sole member

By: /s/ Neal E. Murphy By: /s/ Susan B. Yoss
------------------------------------------ --------------------------------------------
Name: Neal E. Murphy Name: Susan B. Yoss
Title: Senior Vice President and Title: Executive Vice President - Finance
Chief Financial Officer and Treasurer

INTERNATIONAL SPECIALTY
HOLDINGS INC.

By: /s/ Neal E. Murphy
------------------------------------------
Name: Neal E. Murphy
Title: Senior Vice President and
Chief Financial Officer