EXHIBIT 8.8-B FORM OF MANAGEMENT AGREEMENT AWI does not intend to enter into any new employment agreements with management in connection with consummation of its chapter 11 plan of reorganization.

                                                                   Exhibit 99.13



                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE


In re                                 )
                                      )
                                      )
XXXXXXXXX WORLD INDUSTRIES,           )         Chapter 11
INC., et al.,                         )         Case No. 00-4471 (RJN)
                                      )        (Jointly Administered)
                     Debtors          )
------------------------------------- )






                                  EXHIBIT 8.8-B

                          FORM OF MANAGEMENT AGREEMENT


      AWI does not intend to enter into any new employment agreements with
      management in connection with consummation of its chapter 11 plan of
      reorganization.