BUILDING MATERIALS CORP OF AMERICA
AMENDMENT NO. 5  TO MANAGEMENT AGREEMENT
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>bmca10qq12003ex101.txt
<DESCRIPTION>AMENDMENT NO. 5  TO MANAGEMENT AGREEMENT
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                                                                   EXHIBIT 10.1

     AMENDMENT  No. 5, dated as of January 1 , 2003,  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 and  Amendment  No. 4, dated as of
January 1, 2002 (as so amended, the "Agreement"), by and among G-I Holdings Inc.
(formerly   known  as  GAF  Building   Materials   Corporation),   Merick  Inc.,
International  Specialty  Products Inc.  (formerly  known as ISP Holdings  Inc.)
("ISP" or "New ISP"), ISP Investco LLC ("Investco"),  GAF Broadcasting  Company,
Inc.,  Building  Materials  Corporation of America ("BMCA"),  and ISP Management
Company, Inc. (the "Company"), as assignee of ISP Chemco Inc. (formerly known as
ISP Opco Holdings 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,
effective January 1, 2003, in order to 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 amended,  effective as of January 1, 2003,
        to read in its entirety as follows:

        "In consideration of the Company providing Services hereunder,  each
        of the corporations  listed  below  shall  pay to the  Company  a
        management  fee (the "Management Fee") at the following respective
        rates for the quarter ending March 31,  2003 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
        parents and its subsidiaries) - $1,202,500,  ISP - $25,000 and,
        Investco (on behalf of itself and its subsidiaries) - $1,089,500.
        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 (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 $208,000 for the quarter ended
        March 31, 2003 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."

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


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     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 Amendment 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            Title: Senior Vice President,
       Officer and General Counsel           Chief Financial Officer
                                             and Treasurer

MERICK INC.                                  BUILDING MATERIALS CORPORATION
                                             OF AMERICA


By:  /s/ Susan B. Yoss                       By:  /s/ William W. Collins
     -------------------                     -------------------------
Name:  Susan B. Yoss                         Name:  William W. Collins
Title: Senior Vice President,                Title: President and
            Chief Financial Officer and      Chief Executive Officer
            Treasurer

INTERNATIONAL SPECIALTY PRODUCTS INC.       ISP MANAGEMENT COMPANY, 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
            Chief Financial Officer         and Chief Financial
                                            Officer

                                            ISP INVESTCO LLC
                                            By International Specialty
                                            Holdings Inc., its sole member

                                            By:  /s/ Susan B. Yoss
                                            ----------------------
                                            Name:  Susan B. Yoss
                                            Title: Executive Vice President-
                                                   Finance and Treasurer




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