EXHIBIT 10.1







                              Amended and Restated

                              EMPLOYMENT AGREEMENT

                                     between

                            WKI HOLDING COMPANY, INC.

                                       and

                                RAYMOND J. KULLA





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                              EMPLOYMENT AGREEMENT
                              --------------------

                                    Recitals
                                    --------


     WHEREAS, Raymond J. Kulla ("Executive") entered into an Employment
                                 ---------
Agreement (the "Employment Agreement") with WKI Holding Company, Inc. (the
"Company") which was effective on January 31, 2003; and

     WHEREAS, the Employment Agreement was amended by an amendment which was
effective as of May 31, 2003 and an amendment which was dated July 8, 2003 (the
amendments, collectively with the Employment Agreement being collectively
referred to herein as the "Prior Agreement"); and

     WHEREAS the Company desires to continue to employ Executive to serve as
Vice President, General Counsel and Secretary upon the terms and subject to the
conditions set forth in this Agreement (the "Agreement") which shall be
effective on the date is executed (the "Agreement Date"); and

     WHEREAS, the Company and Executive further agree and acknowledge that the
terms of this Agreement supersede and completely replace the terms of the Prior
Agreement as of the Agreement Date and the Prior Agreement is null and void as
of the Agreement Date.

     NOW, THEREFORE, in consideration of the premises (which are deemed to be an
integral part of this Agreement) and the mutual covenants, representations,
warranties and agreements contained herein, the Company and Executive hereby
agree as follows:

                           Article I.     DEFINITIONS

     The terms set forth below have the following meanings (such meanings to be
applicable to both the singular and plural forms, except where otherwise
expressly indicated):

     1.1     "Accrued Annual Bonus" means the amount of any Annual Bonus earned
              --------------------
     but not yet paid with respect to the Fiscal Year ended prior to the Date of
     Termination.

     1.2     "Accrued Base Salary" means the amount of Executive's Base Salary
              -------------------
     which is earned but not yet paid as of the Date of Termination.

     1.3     "Agreement" is defined in the Recitals to this Agreement.
              ---------

     1.4     "Agreement Date" is defined in the Recitals to this Agreement.
              --------------

     1.5     "Anniversary Date" means any annual anniversary of the Agreement
              ----------------
     Date or the Employment Date, as applicable.

     1.6     "Annual Bonus" is defined in Section 4.2(a).
              ------------

     1.7     ""Base Salary" is defined in Section 4.1.
               -----------

     1.8     "Beneficiary" is defined in Section 8.9.
              -----------


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     1.9      "Cause" means any of the following:
               -----

               (a) Executive's commission of a misdemeanor involving fraud,
               dishonesty, or moral turpitude, or of a felony,

               (b) Executive's willful or intentional material breach of his
               material obligations under this Agreement; provided that such
               misconduct is not cured to the best of Executive's ability within
               ten (10) business days after the delivery of notice to Executive
               of such misconduct,

               (c) willful or intentional material misconduct by Executive in
               the performance of his duties under this Agreement, or

               (d) the willful or intentional failure by Executive to materially
               comply (to the best of his ability) with a specific, written
               direction of the Chief Executive Officer of the Company that is
               not inconsistent with this Agreement and Executive's
               responsibilities hereunder, provided that such refusal or failure
               (i) is not cured to the best of Executive's ability within ten
               (10) business days after the delivery of such direction to
               Executive and (ii) is not based on Executive's good faith belief,
               as expressed by written notice to the Chief Executive Officer of
               the Company, given within such ten (10) business day period, that
               the implementation of such direction of the Chief Executive
               Officer of the Company would be unlawful or unethical.

     1.10     "Change of Control" means any one or more of the following events:
               -----------------

               (a) any person (as such term is used in Rule 13d-5 under the
               Exchange Act) or group (as such term is defined in Sections
               3(a)(9) and 13(d)(3) of the Exchange Act), other than any
               Subsidiary or any employee benefit plan (or any related trust) of
               the Company or any of its Subsidiaries, becomes the beneficial
               owner in the aggregate of more than thirty-five percent (35%) of
               the Voting Securities;

               (b) individuals who constitute the initial board of directors of
               the Company as of January 31, 2003 (the "Reorganized Incumbent
                                                        ---------------------
               Board") cease for any reason to constitute more than sixty-six
               -----
               and two-thirds percent (66-2/3%) of the members of the board of
               directors of the Company; provided that any individual who
               becomes a director after January 31, 2003 whose election or
               nomination for election by the Company's shareholders, was
               approved by more than sixty-six and two-thirds percent (66-2/3%)
               of the members of the Reorganized Incumbent Board (other than an
               election or nomination of an individual whose initial assumption
               of office is in connection with an actual or threatened "election
               contest" relating to the election of the directors of the Company
               (as such terms are used in Rule 14a-11 under the Exchange Act),
               "tender offer" (as such term is used in Section 14(d) of the
               Exchange Act) or a proposed Merger (as defined below in clause
               (iii) of this Section 1.10(c))) shall be deemed to be members of
               the Reorganized Incumbent Board;

               (c) consummation of a merger, reorganization, consolidation, or
               similar transaction (any of the foregoing, a "Merger") unless the
                                                             ------
               Persons who were the beneficial owners of the Voting Securities


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               immediately before such Merger, are the beneficial owners,
               immediately after such Merger, directly or indirectly, in the
               aggregate, of more than sixty percent (60%) of the common stock
               and any other voting securities of the entity resulting from such
               Merger in substantially the same relative proportions as they
               owned the Voting Securities immediately before the Merger;

               (d) consummation of a transfer or sale of all or substantially
               all of the assets of the Company or World Kitchen, Inc. (a
               "Sale") unless the Persons who were the beneficial owners of the
                ----
               Voting Securities immediately before such Sale, are the
               beneficial owners, immediately after such Sale, directly or
               indirectly, in the aggregate, of more than sixty percent (60%) of
               the common stock and any other voting securities of the entity or
               entities that own such assets immediately after the Sale; or

               (e) The board of directors of the Company or the shareholders of
               the Company, as applicable, approve a plan of liquidation of the
               Company or World Kitchen, Inc.

     Notwithstanding the foregoing, there shall not be a Change of Control if,
     in advance of (or subsequent to) such event, Executive, in his sole
     discretion, agrees in writing that such event shall not constitute a Change
     of Control. For purposes of this definition of Change of Control, entry
     into and performance of the Stockholders' Agreement entered into by and
     among the Company and certain of its stockholders dated as of January 31,
     2003 (as the same may be amended from time to time) shall not constitute
     any Person as a member of a group with any other Person.

     1.11     "Code" means the Internal Revenue Code of 1986, as amended from
               ----
     time to time.

     1.12     "Compensation Committee" means the compensation committee of the
               ----------------------
     WKI Board composed exclusively of non-employee directors.

     1.13     "Date of Termination" means the effective date of a Termination of
               -------------------
     Employment for any reason, including death or Disability, whether by the
     Company or by Executive.

     1.14     "Company" is defined in the Recitals to this Agreement.
               -------

     1.15     "Disability" means a mental or physical condition which renders
               ----------
     Executive unable or incompetent to carry out the material job
     responsibilities which Executive held or the material duties to which
     Executive was assigned at the time the disability was incurred, which has
     existed for at least three (3) calendar months and which in the opinion of
     a physician mutually agreed upon by the Company and Executive (provided
     that the parties shall not unreasonably withhold such agreement) is
     expected to be permanent or to last for an indefinite duration or a
     duration in excess of six (6) calendar months.

     1.16     "Employment Period" is defined in Article III.
               -----------------

     1.17     "Equity Plan" means the WKI Holding Company, Inc. Stock Option
               -----------
     Plan.


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     1.18     "Exchange Act" means the United States Securities Exchange Act of
               ------------
     1934, as amended, or any federal statute or statutes which shall be enacted
     to take its place, together with all rules and regulations promulgated
     thereunder.

     1.19     "Excise Tax" means the excise tax imposed by Section 4999 of the
               ----------
     Code, together with any interest or penalties imposed with respect to such
     excise tax.

     1.20     "Executive" is defined in the Recitals to this Agreement.
               ---------

     1.21     "Fiscal Year" means the calendar year period beginning each
               -----------
     January 1 and ending each December 31.

     1.22     "Good Reason" means the occurrence of any one of the following
               -----------
     events:

               (a) any material breach of the Agreement by the Company (or by
               World Kitchen, Inc. under Section 8.5 hereof) of any material
               obligation under this Agreement, including any of the following
               occurrences which shall be deemed to constitute a material breach
               of a material obligation:

                    (i) failure to pay Base Salary as required by Section 4.1 or
               Annual Bonus as required by Section 4.2;

                    (ii) failure to pay or provide material benefits under
               Articles V and VI of this Agreement, including, without
               limitation, the failure to comply with the provisions of the
               Long-Term Incentive Compensation Plan or any applicable
               Guidelines as are adopted by the Committee relating thereto, or

                    (iii) any substantial adverse change in the position,
               responsibilities, and duties of Executive as compared to
               Executive's position, responsibilities and duties as set forth in
               Section 2.1.

               (b) the failure of the Company to assign this Agreement to a
               successor, or the failure of such successor to explicitly assume
               and agree to be bound by this Agreement, or

               (c) the Company's requiring Executive to be principally based at
               any office or location more than 25 miles away from Reston,
               Virginia.

     Notwithstanding the foregoing, none of the foregoing events shall
constitute a "Good Reason" event if, in advance of (or subsequent to) such
event, Executive, in his sole discretion, agrees in writing that such event
shall not constitute a "Good Reason" event within the meaning of this Agreement.

     1.23     "Gross-Up Payment" is defined in Section 6.4(a).
               ----------------

     1.24     "Guidelines" shall have the meaning set forth in the Long-Term
               ----------
     Incentive Plan.

     1.25     "including" means including without limitation.
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     1.26     "Interest Rate" means the prime commercial lending rate announced
               -------------
     by JPMorgan Chase Bank or its successor on the date an amount is to be
     determined hereunder or, if no such rate shall be announced on such date,
     the immediately prior date on which JPMorgan Chase Bank or its successor
     announced such a rate; provided, however, that if the interest rate
     determined in accordance with this Section 1.29 exceeds the highest legally
     permissible interest rate, then the Interest Rate shall be the highest
     legally-permissible interest rate.

     1.27     "Long-Term Incentive Plan" means the WKI Holding Company, Inc.
               ------------------------
     Long-Term Incentive Plan effective as of May 29, 2003, as in effect from
     time to time.

     1.28     "Maximum Annual Bonus" is defined in Section 4.2(b).
               --------------------

     1.29     "Maximum Annual Goals" is defined in Section 4.2(b).
               --------------------

     1.30     "Maximum Percentage" is defined in Section 4.2(b).
               ------------------

     1.31     "Parachute Value" of a Payment shall mean the present value as of
               ---------------
     the date of a change of control for purposes of Section 280G of the Code of
     the portion of such Payment that constitutes a "parachute payment" under
     Section 280G(b)(2), as determined by the Accounting Firm for purposes of
     determining whether and to what extent the Excise Tax will apply to such
     Payment.

     1.32     "Payment" shall mean any payment or distribution in the nature of
               -------
     compensation (within the meaning of Section 280G(b)(2) of the Code) to or
     for the benefit of Executive, whether paid or payable pursuant to this
     Agreement or otherwise.

     1.33     "Person" means any individual, sole proprietorship, partnership,
               ------
     joint venture, trust, unincorporated organization, association,
     corporation, institution, public benefit corporation, entity or government
     instrumentality, division, agency, body or department.

     1.34     "Prorata Annual Bonus" means (a) the product of the Target Annual
               --------------------
     Bonus for the Fiscal Year that includes the Date of Termination multiplied
     by (b) a fraction, the numerator of which is the number of days which have
     elapsed in the Fiscal Year through the Date of Termination and the
     denominator of which is 365.

     1.35     "Safe Harbor Amount" means 2.99 times Executive's "base amount,"
               ------------------
     within the meaning of Section 280G(b)(3) of the Code.

     1.36     "Severance Period" means two (2) years from the Date of
               ----------------
     Termination.

     1.37     "Stock" means the shares of common stock, par value $0.01 per
               -----
     share, of the Company.

     1.38     "Subsidiary" means, with respect to any Person, (a) any
               ----------
     corporation of which more than fifty percent (50%) of the outstanding
     capital stock having ordinary voting power to elect a majority of the board
     of directors of such corporation (irrespective of whether, at the time,
     stock of any other class or classes of such corporation shall have or might
     have voting power by reason of the happening of any contingency) is at the
     time, directly or indirectly, owned by such Person, or (b) any partnership,


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     limited liability company or other entity in which such Person has a direct
     or indirect interest (whether in the form of voting or participation in
     profits or capital contribution) of more than fifty percent (50%).

     1.39     "Target Annual Bonus" is defined in Section 4.2(b).
               -------------------

     1.40     "Target Annual Goals" is defined in Section 4.2(b).
               -------------------

     1.41     "Target Percentage" is defined in Section 4.2(b).
               -----------------

     1.42     "Taxes" means the incremental United States federal, state and
               -----
     local income, excise and other taxes payable by Executive with respect to
     any applicable item of income.

     1.43     "Tax Gross-Up Payment" means an amount payable to Executive such
               --------------------
     that after payment of Taxes on such amount there remains a balance
     sufficient to pay the Taxes being reimbursed.

     1.44     "Termination for Cause" means a termination of the employment of
               ---------------------
     the Executive by the Company for Cause during the Employment Period.

     1.45     "Termination for Good Reason" means a Termination of Employment by
               ---------------------------
     Executive for a Good Reason during the Employment Period.

     1.46     "Termination of Employment" means a termination by the Company or
               -------------------------
     by Executive of Executive's employment by the Company.

     1.47     "Termination Without Cause" means a termination of Executive by
               -------------------------
     the Company for any reason other than Cause or Executive's death or
     Disability during the Employment Period.

     1.48     "Value" of a Payment shall mean the economic present value of a
               -----
     Payment as of the date of a change of control for purposes of Section 280G
     of the Code, as determined by the Accounting Firm using the discount rate
     required by Section 280G(d)(4) of the Code.

     1.49     "Voting Securities" means any of the securities of the Company
               -----------------
     entitled to vote generally in the election of the directors of the Company.

     1.50     "WKI Board" means the board of directors of the Company.
               ---------

                  Article II.     POSITION AND RESPONSIBILITIES

     2.1     Duties.  The Company shall employ, and the Company and World
             ------
     Kitchen, Inc. shall appoint Executive during the Employment Period as its
     Vice President, General Counsel and Secretary. Executive shall be
     responsible for such functions and operations as assigned to him from time
     to time by the Chief Executive Officer of the Company. Executive shall
     report on all functions and operations within the scope of his
     responsibilities to the Chief Executive Officer of the Company. During the


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     Employment Period, and excluding any periods of disability, vacation, or
     sick leave to which Executive is entitled, Executive agrees to devote his
     full attention and time to the business and affairs of the Company and the
     Subsidiaries.

     2.2     Other Activities.  Executive may serve on corporate, civic or
             ----------------
     charitable boards or committees, deliver lectures, fulfill speaking
     engagements or teach at educational institutions, or manage personal
     investments, provided that such activities do not individually or in the
     aggregate materially interfere with the performance of Executive's duties
     under this Agreement.

                       Article III.     EMPLOYMENT PERIOD

     3.1     Employment Period.
             -----------------

            (a) Subject to the termination provisions hereinafter provided, the
            initial term of Executive's employment under this Agreement (the
            "Employment Period") shall commence on January 31, 2003 (the
             -----------------
            "Employment Date") and end on the Anniversary Date which is three
             ---------------
            (3) years after the Employment Date (the "Initial Term"); provided,
                                                      ------------
            however, that as of the date that is six (6) months before the end
            of the Initial Term, the Employment Period will automatically be
            extended through the Anniversary Date that is five years after the
            Employment Date, unless one party has previously provided the other
            with a notice that such extension shall not take place (a "Notice of
            Non-Extension"). The period from the end of the Initial Term through
            such fifth Anniversary Date is referred to as the "Extension
                                                               ---------
            Period". The Initial Term and the Extension Period shall
            ------
            collectively be referred to herein as the "Employment Period."

            (b) Notwithstanding the foregoing, (i) if either party timely
            delivers a written Notice of Non-Extension to the other in
            accordance with the provisions of Subsection (a) hereof, this
            Agreement and the Employment Period shall automatically terminate at
            the end of the Initial Term and (ii) this Agreement and the
            Employment Period shall automatically terminate at the end of the
            Employment Period, subject to Executive's rights as set forth in
            Section 7.

                          Article IV.     COMPENSATION

     4.1     Salary.  The Company shall pay Executive in accordance with the
             ------
     normal payroll practices of the Company an annual salary at a rate of
     $250,000 per year ("Base Salary"). During the Employment Period, the Base
                         -----------
     Salary shall be reviewed at least annually and may be increased (but not
     decreased) from time to time as shall be determined by the WKI Board or the
     Compensation Committee. Any increase in Base Salary shall not limit or
     reduce any other obligation of the Company to Executive under this
     Agreement. Each such increase in the Base Salary shall be treated for all
     purposes of this Agreement as Executive's Base Salary. Base Salary shall
     not be decreased at any time without the express written consent of
     Executive.

     4.2     Annual Bonus.
             ------------


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            (a) Executive shall be eligible to earn an annual cash bonus
            ("Annual Bonus") in accordance with the terms hereof for each Fiscal
              ------------
            Year which begins during the Employment Period.

            (b) The WKI Board or the Compensation Committee, as applicable,
            (collectively, the "Board or Committee") shall establish written
                                ------------------
            performance goals, the achievement of which will determine the
            amount of the Executive's annual bonuses for all Fiscal Years that
            end during the Employment Period. Performance goals for the Fiscal
            Years shall be established annually by the Board or Committee, after
            consultation wit the Executive, within ninety (90) calendar days
            after the first day of the applicable Fiscal Year. If Executive
            achieves the target level of such performance goals (the "Target
                                                                      ------
            Annual Goals"), as determined by the Board or Committee, his Annual
            ------------
            Bonus for that Fiscal Year shall be equal to sixty percent (60%)
            (the "Target Percentage") of Executive's Base Salary (the "Target
                  -----------------                                    ------
            Annual Bonus"). If Executive achieves the maximum level of such
            ------------
            performance goals ("Maximum Annual Goals") for any such Fiscal Year,
                                --------------------
            as determined by the Board or Committee, his Annual Bonus for that
            Fiscal Year shall be one hundred and twenty percent (120%) (the
            "Maximum Percentage") of Executive's Base Salary (the "Maximum
             ------------------                                    -------
            Annual Bonus"). The Annual Bonus for any Fiscal Year may exceed the
            ------------
            Maximum Annual Bonus at the discretion of the Board or Committee.
            The Target Percentage and the Maximum Percentage may be increased by
            the Board or Committee, from time to time, but may not be decreased
            below the above specified percentages of Executive's Base Salary
            without the express written consent of Executive. If Executive
            achieves a level of performance which falls between the Target
            Annual Goals and the Maximum Annual Goals, linear interpolation
            shall be applied to determine Executive's Annual Bonus for such
            year.

            (c) Except as described in the following sentence, the Company shall
            pay the entire Annual Bonus that is payable with respect to a Fiscal
            Year in a lump sum cash payment as soon as practicable after the
            Board or Committee determines whether and the degree to which
            Maximum Annual Goals or Target Annual Goals have been achieved
            following the close of such Fiscal Year. Any such Annual Bonus shall
            in any event be determined and paid within ninety (90) calendar days
            after the end of the Fiscal Year.

                   Article V.     PARTICIPATION IN EQUITY PLAN

     5.1     Executive and the Company entered into a stock option agreement
     pursuant to which Executive was granted an option to purchase 30,000 shares
     of Stock at a price of $18.25 per share under the terms of the Equity Plan.
     Executive acknowledges and agrees that this stock option grant fully
     satisfies any and all obligations of the Company under the Prior Agreement
     with respect to Executive's participation in the Equity Plan.

     5.2     In the event of a conflict between this Agreement and the Equity
     Plan, the provisions of the Equity Plan shall control, including, without
     limitation, all provisions pertaining to Executive's rights under the
     Equity Plan in the event of a Change of Control or a Termination of
     Employment.


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                    Article VI.     BENEFITS AND PERQUISITES

     6.1    Benefit Plans and Perquisites.
            -----------------------------

            (a) During the Employment Period, Executive shall be entitled to
            participate in the welfare benefit plans and programs and
            perquisites of the Company on terms not less favorable than those in
            effect for other senior executives of the Company, from time to
            time; provided, that Executive shall not be covered by any severance
            plan, program or policy during the Employment Period.

            (b) During the Employment Period, Executive shall be entitled to
            participate in the retirement and savings benefit plans and programs
            of the Company on terms not less favorable than those in effect for
            other senior executives of the Company from time to time.

            (c) Without limiting the generality of the foregoing, during the
            Employment Period, Executive shall receive a cash benefits allowance
            of $25,000 per year, which amount shall be paid (in arrears) no
            later than January 31 of the following year.

            (d) During the Employment Period, Executive shall also be entitled
            to participate in the Long-Term Incentive Plan or such other plan or
            program sponsored by the Company providing deferred compensation or
            retirement benefits, as in effect from time to time.

     6.2     Expenses.  During the Employment Period, Executive shall be
             --------
     entitled to receive prompt reimbursement for all reasonable
     employment-related expenses incurred by Executive upon the receipt by the
     Company of an accounting for such expenses in accordance with the
     practices, policies and procedures applicable to other senior executives of
     the Company.

     6.3     Office; Support Staff.  During the Employment Period, Executive
             ---------------------
     shall be entitled to an office, and to secretarial and other assistance,
     appropriate to his position and duties under this Agreement.

     6.4    Gross-Up Payment.
            ----------------

            (a) Anything in this Agreement to the contrary notwithstanding and
            except as set forth below, in the event it shall be determined that
            any Payment would be subject to the Excise Tax, then Executive shall
            be entitled to receive an additional payment (the "Gross-Up
                                                               --------
            Payment") in an amount such that, after payment by Executive of all
            -------
            Taxes (and any interest or penalties imposed with respect to such
            Taxes), including any income taxes (and any interest and penalties
            imposed with respect thereto) and Excise Tax imposed upon the
            Gross-Up Payment, Executive retains an amount of the Gross-Up
            Payment equal to the Excise Tax imposed upon the Payments.
            Notwithstanding the foregoing provisions of this Section 6.4(a), if
            it shall be determined that Executive is entitled to the Gross-Up
            Payment, but that the Parachute Value of all Payments does not
            exceed one hundred and ten percent (110%) of the Safe Harbor Amount,
            then except as provided below, no Gross-Up Payment shall be made to


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            Executive and the amounts payable under this Agreement, other than
            amounts or benefits provided under Article V of this Agreement or
            pursuant to any other option or equity grants to Executive (the
            "Subject Payments"), shall be reduced (but not below zero) so that
             ----------------
            the Parachute Value of all Payments, in the aggregate, equals the
            Safe Harbor Amount. The reduction of the amounts payable hereunder,
            if applicable, shall be made by first reducing the payments under
            Section 7.3(a)(ii), unless an alternative method of reduction is
            elected by Executive, and in any event shall be made in such a
            manner as to maximize the Value of all Payments actually made to
            Executive. For purposes of reducing the Payments to the Safe Harbor
            Amount, only the Subject Payments shall be reduced. If the reduction
            of the Subject Payments would not result in a reduction of the
            Parachute Value of all Payments to the Safe Harbor Amount, no
            amounts payable under the Agreement shall be reduced pursuant to
            this Section 6.4(a), and the Gross-Up Payment shall be made to
            Executive. The Company's obligation to make Gross-Up Payments under
            this Section 6.4 shall not be conditioned upon Executive's
            Termination of Employment.

            (b) Subject to the provisions of Section 6.4(c), all determinations
            required to be made under this Section 6.4, including whether and
            when a Gross-Up Payment is required, the amount of such Gross-Up
            Payment and the assumptions to be utilized in arriving at such
            determination, shall be made by Ernst & Young, LLP, or such other
            nationally recognized certified public accounting firm as may be
            designated by Executive (the "Accounting Firm"). The Accounting Firm
                                          ---------------
            shall provide detailed supporting calculations both to the Company
            and Executive within fifteen (15) business days of the receipt of
            notice from Executive that there has been a Payment or such earlier
            time as is requested by the Company. In the event that the
            Accounting Firm is serving as accountant or auditor for the
            individual, entity or group effecting the Change of Control,
            Executive may appoint another nationally recognized accounting firm
            to make the determinations required hereunder (which accounting firm
            shall then be referred to as the Accounting Firm hereunder). All
            fees and expenses of the Accounting Firm shall be borne solely by
            the Company. Any Gross-Up Payment, as determined pursuant to this
            Section 6.4, shall be paid by the Company to Executive within five
            (5) business days of the receipt of the Accounting Firm's
            determination. Any determination by the Accounting Firm shall be
            binding upon the Company and Executive. As a result of the
            uncertainty in the application of Section 4999 of the Code at the
            time of the initial determination by the Accounting Firm hereunder,
            it is possible that Gross-Up Payments that will not have been made
            by the Company should have been made (the "Underpayment"),
                                                       ------------
            consistent with the calculations required to be made hereunder. In
            the event the Company exhausts its or their remedies pursuant to
            Section 6.4(c) and Executive thereafter is required to make a
            payment of any Excise Tax, the Accounting Firm shall determine the
            amount of the Underpayment that has occurred and any such
            Underpayment shall be promptly paid by the Company to or for the
            benefit of Executive.

            (c) The Executive shall notify the Company in writing of any claim
            by the Internal Revenue Service that, if successful, would require
            the payment by the Company of the Gross-Up Payment. Such


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            notification shall be given as soon as practicable, but no later
            than ten (10) business days after Executive is informed in writing
            of such claim. The Executive shall apprise the Company of the nature
            of such claim and the date on which such claim is requested to be
            paid. The Executive shall not pay such claim prior to the expiration
            of the thirty (30) calendar day period following the date on which
            Executive gives such notice to the Company (or such shorter period
            ending on the date that any payment of Taxes with respect to such
            claim is due). If the Company notifies Executive in writing prior to
            the expiration of such period that the Company desires to contest
            such claim, Executive shall:

                  (i) give the Company any information reasonably requested by
            the Company relating to such claim,

                  (ii) take such action in connection with contesting such claim
            as the Company shall reasonably request in writing from time to
            time, including accepting legal representation with respect to such
            claim by an attorney reasonably selected by the Company,

                  (iii) cooperate with the Company in good faith in order
            effectively to contest such claim, and

                  (iv) permit the Company to participate in any proceedings
            relating to such claim;

            provided, however, that the Company shall bear and pay directly all
            costs and expenses (including additional interest and penalties)
            incurred in connection with such contest, and shall indemnify and
            hold Executive harmless, on an after-tax basis, for any Excise Tax
            or income tax (including interest and penalties) imposed as a result
            of such representation and payment of costs and expenses. Without
            limitation on the foregoing provisions of this Section 6.4(c), the
            Company shall control all proceedings taken in connection with such
            contest, and, at its sole discretion, may pursue or forgo any and
            all administrative appeals, proceedings, hearings and conferences
            with the applicable taxing authority in respect of such claim and
            may, at its sole discretion, either direct Executive to pay the tax
            claimed and sue for a refund or contest the claim in any permissible
            manner, and Executive agrees to prosecute such contest to a
            determination before any administrative tribunal, in a court of
            initial jurisdiction and in one or more appellate courts, as the
            Company shall determine; provided, however, that, if the Company
            directs Executive to pay such claim and sue for a refund, the
            Company shall advance the amount of such payment to Executive, on an
            interest-free basis, and shall indemnify and hold Executive
            harmless, on an after-tax basis, from any Excise Tax or income tax
            (including interest or penalties) imposed with respect to such
            advance or with respect to any imputed income in connection with
            such advance; and provided, further, that any extension of the
            statute of limitations relating to payment of Taxes for the taxable
            year of Executive with respect to which such contested amount is
            claimed to be due is limited solely to such contested amount.
            Furthermore, the Company's control of the contest shall be limited


                                       11
<PAGE>
            to issues with respect to which the Gross-Up Payment would be
            payable hereunder, and Executive shall be entitled to settle or
            contest, as the case may be, any other issue raised by the Internal
            Revenue Service or any other taxing authority.

            (d) If, after the receipt by Executive of a Gross-Up Payment or an
            amount advanced by the Company pursuant to Section 6.4(c), Executive
            becomes entitled to receive any refund with respect to the Excise
            Tax to which such Gross-Up Payment relates or with respect to such
            claim, Executive shall (subject to the Company's complying with the
            requirements of Section 6.4(c), if applicable) promptly pay to the
            Company the amount of such refund (together with any interest paid
            or credited thereon after Taxes applicable thereto). If, after the
            receipt by Executive of an amount advanced by the Company pursuant
            to Section 6.4(c), a determination is made that Executive shall not
            be entitled to any refund with respect to such claim and the Company
            do or does not notify Executive in writing of its or their intent to
            contest such denial of refund prior to the expiration of thirty (30)
            calendar days after such determination, then such advance shall be
            forgiven and shall not be required to be repaid and the amount of
            such advance shall be offset, to the extent thereof, against the
            amount of Gross-Up Payment required to be paid.

            (e) Notwithstanding any other provision of this Section 6.4, the
            Company may, in its sole discretion, withhold and pay over to the
            Internal Revenue Service or any other applicable taxing authority,
            for the benefit of Executive, all or any portion of any Gross-Up
            Payment, and Executive hereby consents to such withholding.

                      Article VII.     TERMINATION BENEFITS

     7.1     Termination for Cause, Other Than for Good Reason, Death or
             -----------------------------------------------------------
     Disability, or At or After End of Employment Term. If (i) the Company
     -------------------------------------------------
     terminate Executive's employment for Cause, (ii) Executive terminates his
     employment other than for Good Reason, death or Disability, or (iii) the
     Executive's employment is terminated at or after the end of the Employment
     Period for any reason (whether by Executive or the Company), including,
     without limitation, by virtue of the Company providing a Notice of
     Non-Extension to the Executive, the Company shall pay to Executive as soon
     as reasonably possible but in no event later than thirty (30) calendar days
     after the Date of Termination an amount equal to the sum of Executive's
     Accrued Base Salary and Accrued Annual Bonus. The respective provisions of
     the Equity Plan, the Long-Term Incentive Plan and any other benefit plans
     and perquisite programs in which Executive participates shall govern
     whether Executive shall be entitled to any benefits thereunder in the event
     his employment is terminated under the foregoing circumstances.
     Notwithstanding the foregoing, in the event that the Executive's employment
     is terminated after the end of the Employment Period under circumstances
     which would entitle him to receive severance benefits under a severance
     plan or policy of the Company in effect as such time, the amount of the
     Executive's severance pay shall in no event be less than one (1) year's
     Base Salary (as in effect at termination), payable in a lump sum in cash
     within thirty (30) days of the Date of Termination.


                                       12
<PAGE>
     7.2     Termination for Death or Disability.  If, before the end of the
             -----------------------------------
     Employment Period, Executive's employment terminates due to his death or
     Disability, the Company shall pay to Executive or his Beneficiaries, as the
     case may be, as soon as reasonably possible but in no event later than
     thirty (30) calendar days after the Date of Termination, an amount which is
     equal to the sum of Executive's Accrued Base Salary and Accrued Annual
     Bonus. Further, if the Date of Termination occurs during the period
     commencing from July 1 through December 31 of any Fiscal Year, Executive or
     his Beneficiaries, as the case may be, shall be paid a Prorata Annual Bonus
     as soon as reasonably possible but in no event later than thirty (30)
     calendar days after the Date of Termination. The respective provisions of
     the Equity Plan, the Long-Term Incentive Plan and any other benefit plans
     or perquisite programs in which Executive participates shall govern whether
     Executive or his Beneficiaries, as applicable, shall be entitled to any
     benefits under such plans or programs in the event of a termination of
     Executive's employment for death or Disability.

     7.3    Termination Without Cause or for Good Reason.
            --------------------------------------------

            (a) In the event of a Termination Without Cause or a Termination for
            Good Reason during the Employment Period, Executive shall receive
            the following:

               (i)    as soon as reasonably possible but in no event later than
            thirty (30) calendar days after the Date of Termination, a lump sum
            amount in immediately available funds equal to the sum of
            Executive's Accrued Base Salary and Accrued Annual Bonus;

               (ii)    as soon as reasonably possible but in no event later than
            thirty (30) calendar days after the Date of Termination, a lump sum
            amount in immediately available funds equal to 120% of Executive's
            Base Salary;

               (iii)    if the Date of Termination occurs during the period
            commencing from July 1 through December 31 of any Fiscal Year, as
            soon as reasonably possible but in no event later than thirty (30)
            calendar days after the Date of Termination, a lump sum amount in
            immediately available funds equal to the Prorata Annual Bonus;

               (iv)    as soon as reasonably possible but in no event later than
            thirty (30) calendar days after the Date of Termination, a lump sum
            amount in immediately available funds equal to the total amount (if
            any) of Executive's unvested benefits under any plan or program
            sponsored by the Company providing deferred compensation or
            retirement benefits, that are forfeited on account of the
            Termination of Employment, and that would have vested, had
            Executive's employment continued through the end of the Severance
            Period;

               (v)    the provisions of the Equity Plan, the Long-Term Incentive
            Plan and any other benefit plans or perquisite programs in which
            Executive is a participant as of the Date of Termination shall
            govern whether Executive shall be entitled to any benefits under
            such plans or programs in the event of a Termination for Good Reason
            or a Termination Without Cause;


                                       13
<PAGE>
               (vi)    the medical and dental benefits referred to in Section
            6.1(a) to which Executive is entitled as of the Date of Termination
            through the Severance Period; and

               (vii)    as soon as reasonably possible but in no event later
            than thirty (30) calendar days after the Date of Termination, but
            without duplication of the foregoing, a lump sum cash payment equal
            to the present value (determined using the Interest Rate) of the
            amounts payable under Section 6.1(c) for the period from the Date of
            Termination through the Severance Period.

            (b) Executive's Termination of Employment shall not be considered to
            be for Good Reason unless:

               (i)    not more than ninety (90) calendar days after the
            occurrence (or if later, not more than ninety (90) calendar days
            after the Executive becomes aware) of the event or events alleged to
            constitute Good Reason, Executive provides the Company with written
            notice (the "Notice of Good Reason") of his intent to consider the
                         ---------------------
            Termination for Good Reason, including a detailed description of the
            specific reasons which form the basis for such consideration, and
            demanding that such event or events be cured not later than ten (10)
            business days after the Company receives the Notice of Good Reason
            (the "Cure Period");

               (ii)    the Company shall have failed to cure such event or
            events during the Cure Period; and

               (iii)    not more than ninety (90) calendar days following the
            expiration of the Cure Period, Executive shall have given the
            Company a second notice (a "Notice of Termination for Good Reason")
                                        -------------------------------------
            stating that such cure has not occurred and that as a result,
            Executive is terminating his employment for Good Reason on the date
            (after the end of the Cure Period) specified in the Notice of
            Termination for Good Reason. A Notice of Termination for Good Reason
            shall not be based upon any reason or reasons other than one or more
            reasons set forth in the Notice of Good Reason.

                         Article VIII.     MISCELLANEOUS

     8.1     Public Announcement.  Executive shall be given a reasonable
             -------------------
     opportunity to review and comment on any public announcement by the Company
     or any of its Subsidiaries relating to this Agreement or Executive's
     employment by the Company.

     8.2     Approvals.  The Company represents and warrants to Executive that
             ---------
     it has taken all corporate action necessary to authorize and enter into
     this Agreement.

     8.3     No Offset.  The obligations of the Company (and World Kitchen, Inc.
             ---------
     solely for purposes of Section 8.5) to make the payments provided for in
     this Agreement and otherwise to perform their obligations hereunder shall
     not be affected by any circumstances, including set-off, counterclaim,
     recoupment, defense or other claim, right or action which the Company or
     World Kitchen, Inc., as applicable, may have against Executive or others.
     Any claim which the Company or World Kitchen, Inc., as applicable, may have


                                       14
<PAGE>
     against Executive, whether for a breach of this Agreement or otherwise,
     shall be brought in a separate action or proceeding and not as part of any
     action or proceeding brought by Executive to enforce any rights against the
     Company or World Kitchen, Inc., as applicable, under this Agreement.

     8.4     No Mitigation.  In no event shall Executive be obligated to seek
             -------------
     other employment or to take any other action to mitigate the amounts
     payable to Executive under any of the provisions of this Agreement, nor
     shall the amount of any payment hereunder be reduced by any compensation
     earned as a result of Executive's employment by another employer, except
     that any continued welfare benefits provided for by Section 7.3(a)(vi)
     shall not duplicate any benefits that are provided to Executive and his
     family by such other employer and shall be secondary to any coverage
     provided by such other employer.

     8.5     Guarantee.  World Kitchen, Inc. agrees to guarantee the payment of
             ---------
     all liabilities under this Agreement except the payment of amounts which
     are due and owing under the Long-Term Incentive Plan or the Equity Plan,
     which payments shall remain the sole obligation of the Company. World
     Kitchen, Inc. represents and warrants to Executive that it has taken all
     corporate action necessary to authorize and make the foregoing guarantee of
     payment

     8.6     Liability Insurance and Indemnification.  The Company shall
             ---------------------------------------
     maintain directors' and officers' liability insurance for Executive while
     employed, and for a six (6) year period following Termination of Employment
     at a level equivalent to the most favorable and protective coverage for any
     active officer or director of the Company. The Company agrees to indemnify
     Executive for any job-related liability to the fullest extent permitted
     under all applicable laws, its by-laws, and all other applicable
     indemnification agreements of the Company and any of its Subsidiaries.

     8.7     Non-Solicitation.  In consideration of the benefits provided under
             ----------------
     this Agreement, Executive hereby agrees to be bound by the provisions of
     this Section. During the Employment Period and for a period of one (1) year
     after termination of employment for any reason, Executive shall not in any
     manner, directly or indirectly, induce or attempt to induce any employee of
     the Company or any Subsidiary or affiliate to quit or abandon his or her
     employment, or any customer, independent contractor, consultant, supplier
     or vendor of the Company Business to quit or abandon its relationship for
     any purpose whatsoever. For purposes of this Section, "Company Business"
     means the development, manufacture or purchase from third parties and
     marketing of consumer bakeware, dinnerware, kitchen and household tools,
     rangetop cookware and cutlery products.

     8.8     Enforcement.
             -----------

            (a) If Executive incurs legal, accounting, expert witness or other
            fees and expenses in an effort to establish, in connection with any
            dispute with the Company, Executive's entitlement to compensation
            and benefits under this Agreement, the Company shall, to the extent
            Executive is successful in, or enters into a settlement with the
            Company in which the Company agrees to resolve, such dispute,
            reimburse Executive for such fees and expenses, to the extent the
            incurrence and amount thereof are reasonable, and shall pay
            Executive a Tax


                                       15
<PAGE>
            Gross-Up Payment in respect of the Taxes incurred by Executive with
            respect to such reimbursement of fees and expenses. The Company
            shall reimburse Executive for such fees and expenses on a monthly
            basis upon Executive's request for reimbursement accompanied by
            evidence that the fees and expenses were incurred.

            (b) If the Company fails to pay any amount provided under this
            Agreement when due, the Company shall pay interest on such amount at
            a rate equal to the Interest Rate.

     8.9     Beneficiary.  If Executive dies prior to receiving all of the
             -----------
     amounts payable to him in accordance with the terms and conditions of this
     Agreement, such amounts shall be paid to the beneficiary ("Beneficiary")
                                                                -----------
     designated by Executive in writing to the Company during his lifetime, or
     if no such Beneficiary is designated, to Executive's estate. Such payments
     shall be made in a lump sum to the extent so payable and, to the extent not
     payable in a lump sum, in accordance with the terms of this Agreement.
     Executive, without the consent of any prior Beneficiary, may change his
     designation of Beneficiary or Beneficiaries at any time or from time to
     time by submitting to the Company a new designation in writing.

     8.10     Assignment; Successors.  Neither the Company nor World Kitchen,
              ----------------------
     Inc. may assign its rights or obligations under this Agreement without the
     prior written consent of Executive except to any surviving entity following
     a Change of Control that has assumed in writing all of the obligations
     under this Agreement. This Agreement shall be binding upon and inure to the
     benefit of Executive, his estate and Beneficiaries, the Company, World
     Kitchen, Inc. and the successors and permitted assigns of the Company and
     World Kitchen, Inc. Any assignment or attempted assignment in violation of
     this Section 8.10 shall constitute a Good Reason event of termination.

     8.11     Nonalienation.  Except as otherwise expressly provided herein,
              -------------
     benefits payable under this Agreement shall not be subject in any manner to
     anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
     charge, garnishment, execution or levy of any kind, either voluntary or
     involuntary, prior to actually being received by Executive, and any such
     attempt to dispose of any right to benefits payable hereunder shall be
     void.

     8.12     Severability.  If all or any part of this Agreement is declared by
              ------------
     any court or governmental authority to be unlawful or invalid, such
     unlawfulness or invalidity shall not serve to invalidate any portion of
     this Agreement not declared to be unlawful or invalid. Any provision so
     declared to be unlawful or invalid shall, if possible, be construed in a
     manner which will give effect to the terms of such provision to the fullest
     extent possible while remaining lawful and valid.

     8.13     Amendment; Waiver.  This Agreement shall not be amended or
              -----------------
     modified except by written instrument executed by the Company, World
     Kitchen, Inc. and Executive. A waiver of any term, covenant or condition
     contained in this Agreement shall not be deemed a waiver of any other term,
     covenant or condition, and any waiver of any default in any such term,
     covenant or condition shall not be deemed a waiver of any later default
     thereof or of any other term, covenant or condition.


                                       16
<PAGE>
     8.14     Notices.  All notices hereunder shall be in writing and delivered
              -------
     by hand, by nationally-recognized delivery service that guarantees
     overnight delivery, or by first-class, registered or certified mail, return
     receipt requested, postage prepaid, addressed as follows:

          If to the Company, to:

               11911 Freedom Drive
               One Fountain Square
               Reston, Virginia  20190
               Attention:  Chief Executive Officer


          If to Executive, to:

               Raymond J. Kulla
               3340 Resevoir Road
               Washington, D.C.  20007


     The parties may from time to time designate a new address by notice given
     in accordance with this Section 8.14. Notice shall be considered to have
     been given when actually received by the addressee.

     8.15     Counterparts.  This Agreement may be executed in several
              ------------
     counterparts, each of which shall be deemed to be an original but all of
     which together shall constitute one and the same instrument.

     8.16     Entire Agreement.  This Agreement and each of the plans, benefit
              ----------------
     programs and policies in effect from time to time during the Employment
     Period forms the entire agreement between the parties hereto with respect
     to the subject matter contained in the Agreement and in the respective
     plans, benefit programs and policies and shall supersede all prior
     agreements, promises and representations regarding employment,
     compensation, severance or other payments or any other obligation of the
     Company or any of its Subsidiaries upon Termination of Employment, whether
     in writing or otherwise.

     8.17     Applicable Law.  This Agreement shall be interpreted and construed
              --------------
     in accordance with the laws of the State of Delaware, without regard to its
     choice of law principles.

     8.18     Survival of Executive's Rights.  Each of the provisions of this
              ------------------------------
     Agreement which by their terms are to be performed after, or which
     expressly survive, the termination of this Agreement or the Date of
     Termination shall survive the termination of Executive's employment, the
     termination of this Agreement, or both.


                                       17
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  to be
effective  as  of  the  last  date  on which it is executed below (the Agreement
Date).

                                   WKI  HOLDING  COMPANY,  INC.


                                   By:     /s/  James  Sharman
                                      ------------------------------
                                   Its:
                                       -----------------------------
                                   Date:     July  31,  2003
                                        ----------------------------

                                   WORLD  KITCHEN,  INC.

                                   By:
                                      -------------------------------
                                   Its:
                                       ------------------------------
                                   Date:
                                        -----------------------------

                                   EXECUTIVE:

                                     /s/ Raymond J. Kulla
                                   ---------------------------------
                                   Raymond J. Kulla

                                            July 31, 2003
                                   ---------------------------------
                                   Date


                                       18
<PAGE>