Exhibit 10.39  January 29,
2009  Mr. David A.
Harrison 14 Elm Street Denville, NJ 07834  Re:       Consulting
Agreement  Dear Dave:  This letter
agreement (the Agreement), effective as of January 30, 2009 (the Effective
Date), when accepted and agreed to by you (Consultant) and Building
Materials Corporation of America (GAF), shall constitute the agreement
between Consultant and GAF pursuant to which Consultant is to provide
consulting services to GAF and its affiliates and/or subsidiaries as set forth
herein.  WHEREAS,
Consultant has prior experience with GAFs business and industry, and the
parties seek to establish the terms and conditions pursuant to which Consultant
shall provide services, advice and expertise on the subject matter designated
herein.  NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:  1.Consulting Services. 
A.  During the term of this Agreement,
Consultant shall provide GAF with the consultingservices described herein
(the Services), when and as directed by GAFs Designated Representative
identified in Paragraph 2, below.   Such
Services shall generally involve the services described in Paragraphs 4.A and
4.B below, and such other work or special projects as GAFs Designated
Representative shall direct from time to time.  B.            All such Services
shall be performed at times and locations approved by GAFs Designated
Representative.  Consultant will not
maintain an office at any GAF facility.  C.            Additional Services to be provided
by Consultant shall only be authorized if approved in advance and in writing by
GAFs Designated Representative, or such other person as is designated in
writing from time to time by GAF.  If
such additional Services are not so authorized in advance, GAF shall not be
responsible for payment of the same.


D.            Consultant acknowledges and agrees
that Consultant shall be providing consulting services pursuant to this Agreement
as an independent contractor and that this Agreement does not, and is not
intended to, create any employer-employee relationship between Consultant and
GAF.  As such, Consultant acknowledges
that Consultant is not eligible to participate in, and waives any claims to,
any type of benefits offered to employees of GAF, its affiliates or
subsidiaries, including, but not limited to, vacation, sick leave, holiday pay,
payroll taxes, workers compensation, and unemployment compensation insurance.  E.             Consultant agrees to use his best
efforts to meet GAFs requests and to provide GAF with the full benefit of his
knowledge, experience, and skill in the field. 
Consultant warrants that his Services shall be performed in a
professional and workmanlike manner and according to the highest standards of
the industry.  2.Designated Representative. 
In rendering the Services to be provided hereunder, Consultant shall
receive instructions from Robert B. Tafaro as GAFs Designated Representative
(unless notified to the contrary in writing by GAF).  3.Compensation.  A.  For the first twelve (12) months of this
Agreement (the Initial Period), GAF shall pay consultant a monthly fee of twenty-eight
thousand dollars ($28,000.00) (or prorated amount for any portion of a month,
as determined by days within the month).  B.  For the six (6) months following the
Initial Period (the Extended Period), GAF shall pay consultant a monthly fee
of ten thousand dollars ($10,000.00) (or prorated amount for any portion of a
month, as determined by days within the month).  C.  Notwithstanding any provision to the contrary
contained herein, at any time during the Initial Period, Consultant may elect,
upon ten (10) days written notice to GAF, to provide the Guaranteed
Initial Period Reduced Services (as defined below) and receive a monthly fee of
fourteen thousand dollars ($14,000.00) (or prorated amount for any portion of a
month, as determined by days within the month), in lieu of, and not in addition
to, the compensation provided for in Paragraph 3.A.  If Consultant makes such election, the
election shall terminate at the end of the Initial Period.  D.  Notwithstanding any provision to the contrary
contained herein, at any time during the Extended Period, Consultant may elect,
upon ten (10) days written notice to GAF, to provide the Guaranteed
Extended Period Reduced Services (as defined below) and receive a monthly fee
of five thousand dollars ($5,000.00) (or prorated amount for any portion
thereof) in lieu of, and not in addition to, the compensation provided for in
Paragraph 3.B.  E.   The Company may, in its sole discretion,
authorize consultant to perform some or all of the Guaranteed Initial Period
Services, Guaranteed Extended Period Services, Guaranteed Initial Period
Reduced Services, or Guaranteed Extended Period Reduced  2


Services
(collectively, the Guaranteed Services), as applicable, but shall pay
Consultant the full amount for the applicable Guaranteed Services, as provided
in Paragraphs 3.A, 3.B, 3.C or 3.D.  4.Services.  A.   For the Initial Period, upon the request and
direction of GAF, Consultant shall (i) attend or conduct seminars or other
meetings with GAF certified contractors or such other persons as requested by
GAF (each day of such seminars or meetings, not including days for preparation
and travel, a Contractor Event) for that number of Contractor Events as
requested by GAF pursuant to Section 4.F. but not to exceed twenty-five (25)
Contractor Events, and (ii) perform, upon the request and at the direction
of GAF, no more than twenty (20) hours per month of Services in addition to the
Contractor Events (collectively, the Guaranteed Initial Period Services).  B.  For the Extended Period, upon the request and
at the direction of GAF, Consultant shall (i) attend or conduct that
number of Contractor Events as requested by GAF pursuant to Section 4.F.
but not to exceed eleven (11) Contractor Events, and (ii) perform, upon
the request and direction of GAF, no more than ten (10) hours per month of
Services in addition to the Contractor Events (collectively, the Guaranteed
Extended Period Services).  C.  Guaranteed Initial Period Reduced Services
shall mean performing, upon the request and at the direction of GAF, no more
than twenty (20) hours per month of Services.  D.  Guaranteed Extended Period Reduced Services
shall mean performing, upon the request and at the direction of GAF, no more
than ten (10) hours per month of Services.  E.   In addition to that number of (i) Contractor
Events or (ii) hours of consulting services included as part of the
Guaranteed Initial Period Services or Guaranteed Extended Period Services, as
applicable, GAF and Consultant may mutually agree that Consultant (A) attend
or conduct additional Contractor Events in exchange for payment to Consultant
equal to two thousand five hundred dollars ($2,500.00) per Contractor Event or (B) perform
additional consulting services for payment to Consultant equal to two thousand
five hundred dollars ($2,500.00) per work day of eight (8) hours and
prorated for any portion of a day worked less than eight (8) hours.  F.The parties agree to the
following process for scheduling Contractor Events.  For Contractor Events previously scheduled
with Consultant prior to the execution of this Agreement to take place prior to
April 1, 2009, Consultant acknowledges notice of such Contractor Events
and hereby confirms his availability to attend such Contractor Events.  For the avoidance of doubt, Consultants attendance
and participation at the International Roofing Exposition in February 2009
shall not be considered a Contractor Event.  For
the April 2009 through May 2009 period, Consultant shall provide to
GAF by  3


February 1,
2009 his dates of unavailability and GAF shall select dates on which Consultant
will attend Contractor Events no later than February 28, 2009.  To the extent GAF wishes to schedule events
in March 2009 in addition to those already scheduled as of the date of
this Agreement, GAF will provide Harrison at least thirty (30) days notice for
those particular dates.  For
each period from September through October during the term of this
Agreement, including any renewal periods, Consultant shall provide to GAF by
the immediately preceding July 1 his dates of unavailability and GAF shall
select dates on which Consultant will attend Contractor Events no later than
the immediately preceding July 31.  For
each period from January through May during the term of this
Agreement, including any renewal periods, commencing with the period beginning January 1,
2010, Consultant shall provide to GAF by the immediately preceding November 15
his dates of unavailability and GAF shall select dates on which Consultant will
attend Contractor Events no later than the immediately preceding December 15.  If
GAF requests Consultant to participate in any Contractor Event outside of the
time periods described above, it shall provide Consultant with at least sixty (60)
days notice, and Consultant may propose alternative dates if he is unavailable
on the date proposed.  In
providing dates of Consultants unavailability, Consultant agrees that he will
be available at least sixty percent (60%) of the business days for each period.  GAF agrees to schedule Contractor Events in a
logistically reasonable manner so that Consultant has sufficient time to travel
between Contractor Events (for example, two days to travel between an event in
Florida and an event in Oregon).  G.   Consultant shall submit an invoice at the
end of each calendar month during the term hereof to GAF for the fees incurred
by GAF pursuant to Paragraph 3 above for that month.  Said invoice shall be accompanied by
appropriate supporting documentation, satisfactory to GAF, evidencing the days
and hours worked by Consultant, if any, during said calendar month and any
reimbursable expenses incurred in accordance with Section 3 of the General
Terms and Conditions attached hereto for which Consultant seeks payment and reimbursement,
respectively, hereunder.  GAF shall
review each invoice and the supporting documentation accompanying the same and,
unless disputed by GAF, pay the amount set forth in each such invoice within
thirty (30) days after GAFs receipt of the same.  5.Term.  A.  The term of this Agreement shall commence as
of the Effective Date and shall terminate eighteen (18) months from the
Effective Date unless earlier terminated as provided herein (the Original Term).  B.            Either party may terminate this
Agreement at any time without cause or reason and without any further
liability, obligation or responsibility hereunder to the other party or any
third party, except for fees earned by Consultant in accordance with this
Agreement prior to such termination, upon not less than thirty (30) days prior
written  4


notice to the
other party.  A termination by GAF during
the Original Term pursuant to this Paragraph 5.B. shall not terminate GAFs
payment obligations pursuant to Paragraph 3.A., 3.B., 3.C, or 3.D., as
applicable.  C.            This Agreement shall terminate
automatically and without any further liability, obligation or responsibility
hereunder upon the timely revocation by Consultant of the Separation Agreement
and General Release dated as of January 30, 2009 by and between Consultant
and GAF (the Separation Agreement).  D.If Consultant materially
breaches this Agreement, the Separation Agreement, or the Agreement Regarding
Confidentiality and Competition dated as of July 10, 1998 by and between
Consultant and GAF, as amended by the Employment Security Agreement dated as of
June 30, 2001 by and between GAF and Harrison (the Confidentiality and
Competition Agreement), GAF may give written notice to Consultant of such
breach and Consultant shall have thirty (30) days after receipt of such notice
of breach to cure such breach; provided, however, that Consultant shall have
five (5) days to cure a breach of his non-competition or confidentiality
obligations, if curable.  If any breach
is not cured within the applicable time period, GAF may terminate this
Agreement without any further liability, obligation or responsibility.   The foregoing is in addition to and without
limiting GAFs rights to any other remedy it may have as a result of such
breach.  E.This Consulting Agreement
shall terminate automatically and without any further liability, obligation or
responsibility hereunder upon the death or disability of the Consultant.  Disability is defined to mean that Consultant
is physically unable to perform any obligation under this Agreement for a total
of fifteen (15) days during any period as described in Paragraph 4.F. above or
the period of thirty (30) days in a rolling twelve (12)-month period.  F.             GAF may immediately terminate this
Consulting Agreement if Consultant (a) engages in gross negligence or
willful misconduct in performing Services which are the subject of this
Consulting Agreement or (b) discloses the contents of the Separation
Agreement or any other information, the disclosure of which is prohibited by
the Separation Agreement or Confidentiality and Competition Agreement.The foregoing is in addition
to and without limiting GAFs rights to any other remedy it may have.  G.            GAF may extend the Extended Period of
this Agreement upon the same terms and conditions as those set forth herein for
additional one (1) year terms upon written notice to Consultant provided
at least thirty (30) days prior to the expiration of the then current term.  6.Objectives.To determine
work schedules and objectives, at GAFs request, Consultant and GAFs
Designated Representative (or such other person designated in writing by GAF
from time to time) shall confer in person or by telephone no more than once per
month at a mutually agreeable time and location.  5


7.Non-Competition.Consultant
acknowledges and reaffirms his obligations under, and the restrictions imposed
by, the Confidentiality and Competition Agreement, as amended by the Employment
Security Agreement.  For purposes of
determining the Restricted Period under that Agreement, Consultants date of
resignation of employment is the date of the Separation Agreement.  Because of the nature of the Services to be performed by Consultant
hereunder, and because Consultant will have access to GAFs Confidential
Information, as that term is defined in Condition 1 of the General Conditions
for Consulting Agreements, which are attached hereto and by reference
incorporated herein, Consultant agrees that the restrictions imposed by the
aforementioned Confidentiality and Competition Agreement shall be extended
through the Non-Competition Period (as defined below) and that, in addition to
such restrictions, during the Non-Competition Period Consultant shall not,
directly or indirectly, disclose confidential information that can be utilized
by a distributor to improve its negotiating approach to GAFs detriment in
roofing products, including with respect to pricing and/or volume support, and
Consultant shall not provide services that adversely affect GAFs competitive
position with its roofing competitors. 
Nothing in this Agreement shall prevent Consultant from providing
services, such as (but not limited to) internal training or marketing events,
that provide a distributor with a competitive advantage against other
distributors without having the adverse effect on GAF described in the
preceding sentence.  As used herein, the
term Non-Competition Period means the term of this Agreement and any extension
or extensions thereof, and for such additional period, as provided below, after
this Agreements expiration or termination (the Extended Non-Competition
Period).  The applicable Extended
Non-Competition Period shall be as follows:  Upon expiration of this Agreement, including any extensions thereto, or
(i) upon termination pursuant to Paragraph 5.B. by GAF or (ii) upon
termination pursuantto
Paragraph 5.E,the Extended Non-Competition Period shall terminate
twenty-four (24) months following such expiration or termination in exchange
for payment to Consultant of five thousand dollars ($5,000.00) per month during
the Extended Non-Competition Period.  If this Agreement is terminated early pursuant to (i)Paragraph 5.B. by Consultant, (ii) Paragraph
5.C., (iii) Paragraph 5.D, or (iv) Paragraph 5.F,, then the Non-Competition
Period shall continue through the Original Term and the Extended
Non-Competition Period shall terminate twenty-four (24) months following the
date the Original Term would have ended if the Agreement had not been earlier
terminated.  If the Agreement is
terminated as described in the preceding sentence, GAF shall pay Consultant five
thousand dollars ($5,000.00) per month for each of the twenty-four (24) months
of the Extended Non-Competition Period following the date the Original Term
would have ended if the Agreement had not been earlier terminated.  Consultants
restrictions and obligations as contained in this Paragraph 7 shall survive
termination of this Agreement and shall terminate as provided in this Paragraph
7.  6


8.Non-DisparagementConsultant agrees that during the term of
this Agreement and thereafter, he will not make any statement or criticism
which is adverse to the interests of GAF, its customers or its vendors; nor
will he take any action that may reasonably cause GAF, its customers or its
vendors embarrassment, humiliation, or otherwise cause or contribute to GAF,
its customers or its vendors being held in disrepute.  GAF agrees that during the term of this
Agreement and thereafter, its senior management will not make any statement or
criticism which is adverse to the interests of Consultant nor will its senior
managment take any action that may reasonably cause Consultant embarrassment,
humiliation, or otherwise cause or contribute to Consultant being held in
disrepute.  GAF agrees, in response to
any and all inquiries regarding Consultants work under this Agreement and/or
previous employment with GAF, to provide Consultants dates of employment and
work under this Agreement, his job title as an employee of GAF, and a statement
that only this information is provided regarding all GAF employees pursuant to
corporate practice.  If the foregoing
is acceptable to you, please indicate such acceptance thereof and your
agreement thereto by signing and returning the enclosed copy of this letter
agreement to Robert B. Tafaro, GAF, 1361 Alps Road, Wayne, NJ 07470.  Very truly yours,BUILDING MATERIALS
  CORPORATION
  OF AMERICABy:
  /s/ Robert B. TafaroRobert B. TafaroPresident and CEOACCEPTED AND AGREED TO:/s/ David A. HarrisonDavid A. Harrison  7


GENERAL
CONDITIONS FOR CONSULTING
AGREEMENTS  1.Confidentiality. 
A.  Consultant shall keep
confidential and shall not use or disclose except in the performance of the
Services to be provided hereunder, any proprietary technical or business information,
including, but not limited to, trade secrets, of GAF, its affiliates or
subsidiaries which Consultant may have obtained during his prior employment
with GAF or may obtain during the term of this Agreement or which may be
developed by or on behalf of Consultant for GAF, its affiliates or subsidiaries
as well as any proprietary technical or business information of third parties
which is made available to Consultant in connection with Consultants services
hereunder (the Confidential Information). 
Upon termination or expiration of this Agreement, or earlier if
requested by GAF, he shall deliver all such Confidential Information and any
copies of the same to GAF.  Consultant acknowledges
and agrees that GAFwould suffer irreparable harm in the event the Confidential
Information or any portion thereof was disclosed, copied or used in any manner
except as provided herein.  Accordingly,
and notwithstanding Condition 10.A. hereof, in the event of a breach or
threatened breach of the provisions of this Condition 1, Consultant agrees that
GAFshall be entitled to pursue any and all remedies at law or in equity,
including, but not limited to, a temporary restraining order or preliminary or
permanent injunction, or the equivalent of the same, without requirement of a
bond, to prevent disclosure, copying and/or use of the Confidential
Information.  B.            Any other provisions contained
herein to the contrary notwithstanding, it is hereby agreed that the
confidentiality and non-disclosure provisions set forth in this Condition 1
shall indefinitely survive termination of this Agreement.  2.Proprietary Rights. 
A.  The work product of Consultants
Services hereunder, whether of a business or technical nature, and any
writings, discoveries, inventions or improvements made or conceived during the
course of, or resulting from, the Services provided hereunder, shall be
promptly communicated to, and be the exclusive property of, GAF.  Consultant, at no cost to him, shall perform
all lawful acts requested by GAF to:  (i)
  perfect title therein
  in GAF or its nominee; and(ii)
  enable GAF or its
  nominee to obtain and maintain copyright, patent or other legal protection
  therefor anywhere in the world.  B.            Any other provisions contained
herein to the contrary notwithstanding, it is hereby agreed that the provisions
set forth in this Condition 2 shall indefinitely survive termination of this
Agreement.  3.Expenses.  A.Air travel, if required,
shall be by coach or economy class and be booked through GAFs travel partner
Orbitz (or such other travel partner designated by GAF).  Orbitz air
travel will be direct billed to GAF.  Travel not associated with GAF
should not be booked under the GAF Orbitz travel.GAF shall reimburse Consultant for all other  8


reasonable and
necessary travel and lodging expenses Consultant incurs at GAFs request in the
performance of consulting services hereunder including, without limitation, any
travel from Consultants home to GAFs headquarters in Wayne, NJ, and for any
other disbursements by Consultant that GAF authorizes in advance in writing in
accordance with GAFs then current Travel and Entertainment Policy.  Consultant shall not receive compensation for
travel time, except to the extent consulting services are actually performed
during such time.  B.            Consultant shall submit an invoice
to GAFs Designated Representative at the end of any month in which consulting
services are performed with respect to expenses for which Consultant seeks
reimbursement hereunder, accompanied by appropriate supporting documentation,
satisfactory to GAF, evidencing such expenses, including, but not limited to, a
receipt for any expenditure over ten dollars ($10.00).  4.Complete Compensation. 
Consultant agrees that the payments hereunder are full and complete compensation
for all Services performed, for all obligations assumed and for all inventions,
improvements, patent rights and copyrights assigned hereunder.  5.Conflict of Interest. 
Consultant represents, warrants and covenants that Consultant has no
obligation to any other party which is inconsistent with Consultants
obligations under this Agreement and that Consultant shall not, in the
performance of this Agreement, breach any obligations that Consultant may have
to others.  Consultant agrees not to perform
any services for others that would create a conflict of interest with
Consultants obligations under this Agreement.  6.Notices.  Any notices,
payments or statements to be provided under this Agreement shall be sent to
Consultant at the address to which this letter is directed and to GAF at its
address above (to the attention of its Designated Representative) or to such
other address as one party may from time to time designate in writing to the
other.  7.Independent Contractor. 
Consultant shall perform this Agreement solely as an independent
contractor and not as GAFs agent, employee or representative.  Nothing in this Agreement is intended or
shall be construed to create or establish an agency, partnership or joint
venture relationship between the parties hereto. Consultant has no authority to
make any statement, representation or commitment of any kind or to take any
action binding upon GAF without GAFs prior written authorization in each
instance. Consultant acknowledges that Consultant is not eligible to
participate in, and waives any claims to any type of benefits offered to
employees of GAF, its affiliates or subsidiaries.  GAF shall not withhold any amount
attributable to payments hereunder for any benefit program or for any local,
state, municipal, federal or national tax purpose, and Consultant shall be
solely responsible for fulfilling all such tax obligations, including, without
limitation, any salary, wage or payroll taxes or any other costs based on
employment and/or payroll, including, without limitation, any form of social
security, unemployment insurance, disability benefits, workers compensation,
severance payments, pension, health, life or any other employee benefits or
insurance, and/or any other local, state,  9


municipal, federal
or national taxes or levies otherwise imposed in connection with any of the
fees paid Consultant hereunder.  8.Laws and Regulations. 
Consultant shall comply with all applicable laws and governmental regulations.  Consultant is not expected or authorized to
take any action in the name of or otherwise on behalf, of GAF which would
violate applicable laws or governmental regulations.  9.Complete Agreement and Waiver. 
A.  This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof,
merges all prior agreements, except the Separation Agreement and Confidentiality
and Competition Agreement, as amended by the Employment Security Agreement, or
understandings pertaining thereto, and may not be modified except by a written
amendment signed by the parties hereto. 
The Separation Agreement and Confidentiality and Competition Agreement,
as amended by the Employment Security Agreement, shall continue in full force
and effect and terminate upon their own terms.  B.            No waiver of any provision hereof
shall be effective unless in writing signed by the party alleged to have waived
such provision.  Any single waiver shall
not operate to waive subsequent or other defaults.  10.Dispute Resolution. 
A.  Any controversy or claim
arising from or related to this Agreement or the breach thereof shall be
settled by final and binding arbitration by a single arbitrator in an arbitration
administered by the American Arbitration Association in Passaic County, New
Jersey, in accordance with the Expedited Procedures of its Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.  B.            Consultant and GAF hereby consent and
submit to the exclusive jurisdiction of the Federal and state courts located in
the State of New Jersey with regard to any and all disputes arising from or
related to Condition 1.A. of these General Conditions.  Consultant and GAF waive any objection to
personal jurisdiction in New Jersey and any objection that those courts are
inconvenient forums to hear such disputes.  Each of Consultant and GAF hereby consent and
agree that service of process by the other party shall be deemed validly and
properly effected against them upon the mailing of a copy of such process by
certified mail, postage prepaid, to them at their addresses as provided in
Condition 6 hereof.  11.Assignment.  Consultant
shall not assign or transfer this Agreement, either in whole or in part and
shall not delegate or subcontract any of the consulting services to be provided
hereunder, whether by operation of law or otherwise.  Any such purported transfer or assignment of
rights or delegation of duties hereunder shall be of no force or effect.  12.Governing Law. 
The validity, interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of New Jersey without
giving effect to its conflict of laws provisions.  10


13.Captions.  The captions
used herein are for reference purposes only, and shall not in any way affect
the meaning or interpretation of this Agreement.  14.Insurance.  Consultant
represents, warrants and covenants that Consultant presently maintains, and
shall during the term hereof continue to maintain, personal liability insurance
with                              
and automobile liability insurance with                              ,
or with other insurers whose names are first provided by Consultant to GAF in
writing.  11