EXHIBIT 10.4




                              EMPLOYMENT AGREEMENT

                                     between

                           WKI HOLDING COMPANY, INC.,

                                       and

                                ALEXANDER T. LEE




<PAGE>
                              EMPLOYMENT AGREEMENT
                              --------------------

                                    Recitals
                                    --------


     WHEREAS, Alexander T. Lee (the "Executive") entered into an employment
agreement (the "Employment Agreement") with a predecessor of WKI Holding
Company, Inc. (the "Company") on October 14, 1999; and

     WHEREAS, the Employment Agreement was modified by a Modification Agreement
dated September 30, 2002, and an Amendment effective as of December 6, 2002, as
further amended in writings between the parties (collectively with the
Employment Agreement, the "Prior Agreement"); and

     WHEREAS, the Company desires to continue to employ Executive, and Executive
agrees to continue to serve as, President of the OXO International Division of
World Kitchen (GHC), LLC, a wholly-owned subsidiary of the Company (the "OXO
International Division"), upon the terms and subject to the conditions set forth
in this AGREEMENT (the "Agreement") which shall be effective as of April 15,
2003 (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 that 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.

     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
             breach is not cured to the best of Executive's ability within ten
             (10) business days after the delivery of notice to Executive of
             such breach,

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

             (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 of
             the Company or thirty-five percent (35%) of the Voting Securities
             of World Kitchen (GHC), LLC;

             (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 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 (c) of this Section 1.11)) shall be deemed
            to be members of the Reorganized Incumbent Board;


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             (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 of
             either of the WKI Entities 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 of the respective
             WKI Entities immediately before the Merger;

             (d) consummation of a transfer or sale of all or substantially all
             of the assets of either of the WKI Entities (a "Sale") unless the
                                                             ----
             Persons who were the beneficial owners of the Voting Securities of
             either of the WKI Entities 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;

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

             (f) The consummation of a sale of all or substantially all of the
             assets used in the business conducted by the OXO International
             Division.

     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     "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.


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

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

     1.17     "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.

     1.18     "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.

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

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

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

             (a) any material breach of the Agreement by either of the World
             Kitchen Entities (or by World Kitchen, Inc. under Section 8.5
             hereof) of any material obligations 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 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, including without limitation a change in Executive's
             reporting requirements and position as the highest ranking officer
             of the OXO International Division,

                   (iv) failure of Executive and the Company, as applicable, to
             agree on appropriate equity compensation arrangements in accordance
             with Article V hereof, by July 31, 2003,

             (b) the failure of the Company to assign this Agreement to a
             successor, as applicable, 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 other than one located in New York, New
             York.

     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,


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<PAGE>
agrees in writing that such event shall not constitute a "Good Reason" event
within the meaning of this Agreement.

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

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

     1.24     "including" means including without limitation.
               ---------

     1.25     "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 1.23 exceeds the highest legally
     permissible interest rate, then the Interest Rate shall be the highest
     legally-permissible interest rate.

     1.26     "Long-Term Incentive Plan" means the WKI Holding Company, Inc.
               ------------------------
     Long-Term Incentive Plan, effective as of May 29, 2003, as may be amended
     from time to time in accordance with the provisions of the Long-Term
     Incentive Plan.

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

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

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

     1.30     "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.

     1.31     "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.

     1.32     "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.

     1.33     "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.

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

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


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

     1.37     "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,
     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%).

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

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

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

     1.41     "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.

     1.42     "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.

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

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

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

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

     1.47     "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.

     1.48     "Voting Securities" means any of the securities of either of the
               -----------------
     Company or World Kitchen (GHC), LLC (the "WKI Entities") entitled to vote
     generally in the election of the directors of the Company or World Kitchen
     (GHC), LLC, as the case may be.


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

                  Article II.     POSITION AND RESPONSIBILITIES

     2.1     Duties.  During the Employment Period and any Extension Period, the
             ------
     Company shall employ the Executive as the President of OXO International.
     Executive shall be responsible for such functions and operations of the OXO
     International Division 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 directly to the
     Chief Executive Officer of the Company. During the Employment Period and
     any Extension 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 OXO
     International Division.

     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 set forth in Section 7
             below, the initial term of Executive's employment under this
             Agreement (the "Employment Period") shall commence on the Agreement
                             -----------------
             Date and end on the Anniversary Date which is three (3) years after
             the Agreement Date (the "Initial Term"); provided, however, that
                                      ------------
             the Employment Period will automatically be extended for an
             additional two-year period from the Anniversary Date (the
             "Extension Period"), unless one party has given written notice at
             least ninety (90) days before the end of the Initial Term that such
             extension shall not take place (a "Notice of Non-Extension").
                                                -----------------------

             (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.  Effective as of the Agreement Date, the Company shall pay
             ------
     to Executive in accordance with the normal payroll practices of the Company
     an annual salary at a rate of $340,000 per year ("Base Salary"). Within ten
                                                       -----------
     (10) days after the execution of this Agreement by all parties, the Company
     shall pay to Executive an amount equal to the difference between the salary
     the Executive actually received during the period from the Agreement Date
     through the payment date and the amount he Executive would have


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     received had his new Base Salary actually been in effect since the
     Agreement Date. During the Employment Period and any Extension 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 under 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.
             ------------

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

             (b) The WKI Board or the Compensation Committee, as applicable,
             (collectively, the "Board or Committee") shall establish written
                                 ------------------
             performance goals and a formula for calculating the Executive's
             Annual Bonus for the 2003 Fiscal Year and each later Fiscal Year
             that ends during the Employment Period and during any Extension
             Period (the "Annual Bonus Criteria"). In the case of the 2003
                          ---------------------
             Fiscal Year, the Annual Bonus Criteria shall be set by the Board or
             Committee as soon as practicable after the Agreement Date, after
             consultation with the Executive. The Annual Bonus Criteria for each
             later Fiscal Year shall be established annually by the Board or
             Committee, after consultation with the Executive, within ninety
             (90) calendar days after the first day of the applicable Fiscal
             Year. For each Fiscal Year in which Executive achieves one-hundred
             percent (100%) of the target level of the performance goals set
             forth in the Annual Bonus Criteria (the "Target Annual Goals"),
                                                      -------------------
             Executive shall receive an Annual Bonus for that Fiscal Year in an
             amount equal to seventy-five percent (75%) (the "Target
                                                              ------
             Percentage") of Executive's Base Salary (the "Target Annual
             ----------                                    -------------
             Bonus"). If Executive achieves less than the Target Annual Goals
             -----
             established for a Fiscal Year, he shall be entitled to receive an
             Annual Bonus in an amount determined in accordance with the Annual
             Bonus Criteria or such other amount as may be determined by the
             Committee in accordance with this Section 4.2. For each year in
             which Executive achieves the maximum level of the performance goals
             set forth in the Annual Bonus Criteria ("Maximum Annual Goals") his
                                                      --------------------
             Annual Bonus for that Fiscal Year shall be one hundred and fifty
             percent (150%) (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.


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             (c) Except as described in the following sentence, the Company
             shall pay the entire Annual Bonus for 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 to Executive within ninety (90) calendar days after the
             end of each Fiscal Year.

                   Article V.     PARTICIPATION IN EQUITY PLAN

     5.1     Executive and the Company agree that Executive shall be a
     participant in the WKI Holding Company, Inc. Stock Option Plan (the "Equity
     Plan") on terms and conditions mutually agreeable to the Executive and the
     Compensation Committee. Executive and the Company agree that the parties
     shall negotiate in good faith to establish appropriate terms for the
     reservation and authorization for the issuance of Stock under the Equity
     Plan with respect to Executive. If Executive and the Company do not execute
     a written agreement setting forth appropriate provisions pursuant to the
     immediately preceding sentence by July 31, 2003, then Executive shall have
     Good Reason to terminate his employment, without the requirement under this
     Agreement to comply with the provisions of Section 7.3(c).

     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 Plan
     in the event of a Change of Control or a Termination of Employment.

                    Article VI.     BENEFITS AND PERQUISITES

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

             (a) During the Employment Period and any Extension 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 and any Extension Period.

             (b) 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 during the Employment Period and any
             Extension Period.

             (c) Without limiting the generality of the foregoing, during the
             Employment Period, Executive shall receive a cash benefits
             allowance of $35,000 per year, which amount shall be paid (in
             arrears) no later than January 31 of the following year.

             (d) 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


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             compensation or retirement benefits, as in effect from time to time
             during the Employment Period and any Extension Period.

     6.2     Expenses.  During the Employment Period and any Extension 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 and any
             ---------------------
     Extension 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 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


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<PAGE>
             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 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
             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


                                       11
<PAGE>
                   (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 or their 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 or their 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
             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 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.


                                       12
<PAGE>
             (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
     -------------------------------------------------
     terminates 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 the Executive is a participant as of the
     Date of Termination shall govern whether Executive shall be entitled to any
     benefits under each such plan or program in the event that his employment
     is terminated under any of the foregoing circumstances. Notwithstanding the
     foregoing, in the event that the Executive's employment is terminated after
     the end of the Employment Period or any Extension Period under
     circumstances which would entitle him to receive severance benefits under a
     severance plan or policy of the Company in effect as of the Date of
     Termination, 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.

     7.2     Termination for Death or Disability.  If, before the end of the
             -----------------------------------
     Employment Period and any Extension 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, 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 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, Executive shall receive the following:


                                       13
<PAGE>
                   (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) 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;

                   (iii) 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 150% of
             Executive's Base Salary;

                   (iv) notwithstanding anything to the contrary contained in
             the Long-Term Incentive Plan, upon a Termination for Good Reason or
             a Termination Without Cause, (A) the Executive shall be entitled to
             receive, within thirty (30) calendar days after the Date of
             Termination, a lump sum payment in immediately available funds
             (paid under the Long-Term Incentive Plan) in an amount equal to the
             sum of (1) $1,000 for each vested Award Unit (as defined in the
             Long-Term Incentive Plan) which was granted to Executive under the
             WKI Guidelines adopted under the Long-Term Incentive Plan and (2)
             the amount specified in the OXO Guidelines adopted under the
             Long-Term Incentive Plan for each vested Award Unit which was
             granted to Executive under the OXO Guidelines and (B) the
             forfeiture provisions of Section 6(a)(iii) of the Long-Term
             Incentive Plan shall not apply to Executive;

                   (v) 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
             Executive is entitled to receive under any other plan or program
             sponsored by the Company providing deferred compensation or
             retirement benefits. The respective provisions of each such plan or
             program shall govern for purposes of calculating the amounts due to
             Executive upon a Termination for Good Reason or Termination Without
             Cause;

                   (vi) the respective provisions of the Equity 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;

                   (vii) 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

                   (viii) 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


                                       14
<PAGE>
             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) In addition to the amounts payable under Subsection 7.3(a)
             above, in the event that Executive's employment is terminated
             during the Extension Period on account of a Termination Without
             Cause or a Termination for Good Reason, Executive shall also be
             entitled to receive no later than thirty (30) days after the Date
             of Termination a lump sum cash payment in immediately available
             funds equal to (A) minus (B); where:

                   (A)   =   the difference between (1) the sum of 300% of
                         Executive's Base Salary plus 300% of Executive's Annual
                         Bonus for the year prior to the Date of Termination and
                         (2) the amounts paid to the Executive under the
                         Long-Term Incentive Plan (or which become payable as a
                         result of his Termination of Employment); and

                   (B)   =   the amounts payable under Section 7.3(a)(iii)
                         hereof.

             (c) 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.


                                       15
<PAGE>
     8.2     Approvals.  The Company represents and warrants to Executive that
             ---------
     it has taken all corporate action necessary to authorize and to 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 may
     have against Executive or others. Any claim which either the Company or
     World Kitchen, Inc. may have 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 obligations of the Company. World
     Kitchen, Inc. represents and warrants to Executive that it has taken all
     corporate action necessary to authorize and to 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 8.7. During the Employment Period and for a period of one (1)
     year after the Date of Termination 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.


                                       16
<PAGE>
     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 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 of the WKI Entities 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
     obligations under this Agreement. This Agreement shall be binding upon and
     inure to the benefit of Executive, his estate and Beneficiaries, the
     Company, and the successors and permitted assigns of the Company. 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


                                       17
<PAGE>
     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.

     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:

               Alexander T. Lee
               291 7th Avenue
               6th Floor
               New York, New York 10001

          With a copy to:

          Hollis Gonerka Bart, Esq.
          McGuireWoods LLP
          65 E. 55th Street
          New York, NY 10022

     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 and any Extension


                                       18
<PAGE>
     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.

     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  to be
effective  as  of  the  Agreement  Date.


                                       WKI HOLDING COMPANY, INC.

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


                                       WORLD  KITCHEN,  INC.


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


                                       EXECUTIVE:

                                         /s/  Alexander T. Lee
                                       ---------------------------
                                       Alexander T. Lee

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


                                       19
<PAGE>