EXHIBIT 10.6 AMENDMENT AMENDMENT No. 5, dated as of October 18, 1996, to AMENDED AND RESTATED MANAGEMENT AGREEMENT dated as of March 3, 1992 (the "Agreement"), as previously amended by Amendments dated as of January 1, 1994, May 31, 1994, December 31,...

                                                                   EXHIBIT 10.6
                                    AMENDMENT



         AMENDMENT No. 5, dated as of October 18, 1996, to AMENDED AND RESTATED
MANAGEMENT AGREEMENT dated as of March 3, 1992 (the "Agreement"), as previously
amended by Amendments dated as of January 1, 1994, May 31, 1994, December 31,
1994 and December 31, 1995, among GAF Corporation ("GAF"), ISP Holdings Inc.
("ISP Holdings"), G-I Holdings Inc. ("G-I Holdings"), G Industries Corp.
("Industries"), Xxxxxx Inc. ("Xxxxxx"), GAF Chemicals Corporation ("Chemicals"),
GAF Building Materials Corporation ("Building Materials"), GAF Broadcasting
Company, Inc. ("Broadcasting"), Building Materials Corporation of America
("BMCA"), U.S. Intec, Inc. ("USI"), and International Specialty Products Inc.
(the "Company").

         WHEREAS, ISP Holdings desires to utilize the services provided by the
Company under the Agreement, and the Company desires to provide to ISP Holdings
such services;


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


         1. Section 3 of the Agreement is amended, effective as of the date
hereof, by adding the following thereto:

                  "In addition, ISP Holdings shall pay the Company a management
                  fee at the rate of $8,333.33 per month for each calendar month
                  (or portion thereof) during which the Company provides
                  Services to ISP Holdings hereunder."

         2. Effective as of the date hereof, ISP Holdings shall become to a
party to the Agreement, and shall constitute a member of the "Overhead Group"
(as defined in the Agreement).


                                       1



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


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


GAF CORPORATION                              INTERNATIONAL SPECIALTY   
ISP HOLDINGS INC.                            PRODUCTS INC.
G-I HOLDINGS INC.
G INDUSTRIES CORP.
XXXXXX INC.
GAF CHEMICALS CORPORATION
GAF BUILDING MATERIALS CORPORATION
GAF BROADCASTING COMPANY, INC.                  
BUILDING MATERIALS CORPORATION               By:  /s/Xxxxx X. Xxxxxx
OF AMERICA                                        -----------------------------
U.S. INTEC, INC.                                  Name:  Xxxxx X. Xxxxxx      
                                                  Title: Senior Vice President


By: /s/Xxxxx X. Xxxxxx
    ------------------------------
    Name:  Xxxxx X. Xxxxxx
    Title: Senior Vice President



                                       2