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 April 4, 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 and
                  Investco (on behalf of itself and its subsidiaries) -
                  $749,750. The Management Fee shall be payable monthly in
                  arrears.

<PAGE>


                  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 April 4, 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]

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<PAGE>

         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
       -----------------------                       -----------------
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
       ------------------                            ------------------
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
     its General Partner                           Holdings, Inc..
                                                   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 -
       Chief Financial Officer                        Finance and Treasurer





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<PAGE>

INTERNATIONAL SPECIALTY
HOLDINGS INC.


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






























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