EXHIBIT 10.1


     AMENDMENT  No. 7,  dated as of January 1,  2005,  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,  Amendment No. 5, dated as of January 1, 2003 and Amendment No. 6 dated
as of  January  1,  2004 (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, 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. 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, 2005 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) -
                  $1,000,000; ISP - $5,000; ISH - $20,000; Elastomers -
                  $3,919,000 and Investco (on behalf of itself and its
                  subsidiaries) - $1,160,000. Notwithstanding the foregoing, the
                  Management Fee rate for the quarter ending June 30, 2005 and
                  for each quarter thereafter for which this Agreement has been
                  extended as provided in Section 1 of this Agreement for
                  Investco (on behalf of itself and its subsidiaries) shall be
                  $685,000. The Management Fee shall be payable monthly in
                  arrears.

                  In addition to the Management Fee, a wholly owned subsidiary
                  of BMCA shall pay to the 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
                  $215,000 for the quarter ended March 31, 2005 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."


<PAGE>


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

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

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

         5. 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.

         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/ Peter J. Ganz                     By:    /s/ Susan B. Yoss
       -----------------                            -----------------
Name:  Peter J. Ganz                         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                  Chief Financial Officer
       Treasurer

INTERNATIONAL SPECIALTY                      ISP MANAGEMENT COMPANY, INC.
PRODUCTS INC.

By:    /s/ Salvatore J. Guccione             By:    /s/ Salvatore J. Guccione
       -------------------------                    -------------------------
Name:  Salvatore J. Guccione                 Name:  Salvatore J. Guccione
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
     its General Partner                         Holdings Inc., its sole member

By:    /s/ Salvatore J. Guccione             By:    /s/ Susan B. Yoss
       -------------------------                    -----------------
Name:  Salvatore J. Guccione                 Name:  Susan B. Yoss
Title: Senior Vice President and             Title: Executive Vice President -
       Chief Financial Officer                      Finance and Treasurer


                                       2
<PAGE>


INTERNATIONAL SPECIALTY
  HOLDINGS INC.


By:    /s/ Salvatore J. Guccione
       -------------------------
Name:  Salvatore J. Guccione
Title: Senior Vice President and
       Chief Financial Officer














                                       3
<PAGE>



                                                                EXHIBIT A

                            AMENDMENT OF SUBLEASE
                            ---------------------

     THIS  AMENDMENT  (the  "Amendment")  is made as of  January  1, 2005 by and
between ISP  MANAGEMENT  COMPANY,  INC.  ("Sublessor")  and  BUILDING  MATERIALS
MANUFACTURING  CORPORATION,   as  successor-in-interest  to  Building  Materials
Corporation of America ("Sublessee").

                                  WITNESSETH
                                  ----------

     WHEREAS,  Sublessor and Sublessee entered into a certain Sublease Agreement
dated as of January 1, 1998,  as amended by  Amendment  of Sublease  dated as of
January 1, 1999,  and as further  amended by Amendment  of Sublease  dated as of
January 1, 2000,  Amendment of Sublease dated as of April 5, 2000,  Amendment of
Sublease dated as of January 1, 2001,  Amendment of Sublease dated as of January
1, 2002,  Amendment  of Sublease  dated as of January 1, 2003 and  Amendment  of
Sublease dated as of January 1, 2004 (collectively, the "Sublease"); and,

     WHEREAS,  Sublessor and  Sublessee  wish to modify the Sublease as provided
below.

     NOW THEREFORE,  in  consideration of the mutual covenants herein set forth,
and other good and valuation consideration, the receipt and sufficiency of which
are hereby  acknowledged,  Sublessor  and  Sublessee  hereby  agree to amend the
Sublease as follows:

         1.   Paragraph 4 (Rent) is amended to increase the rent for the period
              commencing January 1, 2005 through and including May 31, 2005 to
              $152,166.70 per month and for the period commencing June 1, 2005
              through and including December 31, 2005 to $158,725.00 per month,
              based on an annual rent prorated as of June 1, 2005 of $1,871,908.
              The rent for any partial calendar month shall be prorated based on
              the actual number of days in such calendar month.

         Except as expressly provided above, the terms, provisions and
conditions of the Sublease remain unmodified and in full force and effect.

                  (Remainder of page left blank intentionally.)







<PAGE>



IN WITNESS WHEREOF, Sublessor and Sublessee have executed this amendment as of
the date first set forth above.


SUBLESSOR:                                   SUBLESSEE:

ISP MANAGEMENT COMPANY, INC.,                BUILDING MATERIALS
a Delaware corporation                       MANAUFACTURING CORPORATION,
                                             a Delaware corporation




By:    /s/ Salvatore J. Guccione             By:    /s/ John F. Rebele
       -------------------------                    ------------------
Name:  Salvatore J. Guccione                 Name:  John F. Rebele
Title: Senior Vice President and             Title: Senior Vice President and
        Chief Financial Officer                     Chief Financial Officer