EXHIBIT 3.2.3

                                 EKCO GROUP, LLC

                       LIMITED LIABILITY COMPANY AGREEMENT


     This  Limited  Liability  Company  Agreement,  dated as of January 28, 2003
(this  "Agreement"),  of  EKCO  Group, LLC, a Delaware limited liability company
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(the  "Company"),  is  hereby  entered  into  by and between the Company and WKI
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Holding  Company,  Inc.,  a  Delaware  corporation  (the  "Sole  Member").
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1.          FORMATION.  The  Company  was formed pursuant to the requirements of
     the  Delaware Limited Liability Company Act (6 Del. C. Sections 18-101, et.
     seq.)  (the  "Act")  with  the  filing  of  its  Certificate  of  Formation
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     conforming  to the requirements of the Act with the office of the Secretary
     of  State  of  the  State  of  Delaware  on  January  28,  2003.

2.          NAME.  The  name  of  the  Company  shall  be  EKCO  Group,  LLC.

3.          PURPOSE.  The  purpose  of  the  Company  shall  be to engage in any
     lawful business permitted under the Act and other applicable law.

4.          REGISTERED AGENT.  The address of the Company's registered office in
     the  State of Delaware is 1209 Orange Street, City of Wilmington, County of
     New  Castle,  Delaware 19801. The name of the Company's registered agent at
     such  address  is  The  Corporation  Trust  Company.

5.          SOLE  MEMBER;  ADDITIONAL  MEMBERS.  The name and mailing address of
     the Sole Member is as follows:

          WKI Holding Company, Inc.
          11911 Freedom Drive, Ste. 600
          One Fountain Square
          Reston, VA  20190

          The Company shall admit such additional members as shall be determined
from time to time by the Sole Member.

6.          MEMBERSHIP  INTERESTS;  CERTIFICATES.  Each member's interest in the
     Company  shall  be  specified on the Schedule of Members attached hereto as
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     Exhibit  A, and identified and held as units of membership interests of the
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     Company  ("Units").  The Company shall issue certificates for such Units to
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     each  member  of  the Company in a form determined by the Company, and such
     Units  shall be "securities," as defined in Article 8, Section 8-102(a)(15)
     of  the  Uniform  Commercial  Code as adopted and in effect in the State of
     Delaware,  and  shall  be  governed  by  such  Article  in  all  respects.

7.          MANAGEMENT.  Except  as  provided  in  Section  8,  the  management,
     control  and  operation of the business and affairs of the Company shall be
     vested  exclusively  with  the


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     Sole  Member.  The  Sole  Member  shall  be  a "manager" of the Company for
     purposes of the Act. The Sole Member may exercise all powers of the Company
     and do all such lawful acts and things as are not prohibited by the Act. No
     officer  or  employee  of  the  Company  shall perform any act knowingly in
     violation  of  an  unrevoked  action of the Sole Member taken in accordance
     with  the  terms  hereof.

8.          OFFICERS.  Subject  to  direction of the Sole Member, the day-to-day
     administration  of  the  business  of  the  Company  may  be carried out by
     employees  and agents who may be designated as officers by the Sole Member,
     with  titles  that  may  include  but are not limited to "president," "vice
     president,"  "treasurer,"  "assistant  treasurer,"  "secretary," "assistant
     secretary,"  "general  manager,"  "managing  officer,"  "general  counsel,"
     "officer" and "chief financial officer," as and to the extent authorized by
     the  Sole  Member.  The  officers of the Company shall have such titles and
     powers  and perform such duties as shall be determined from time to time by
     the Sole Member, and, subject to direction by the Sole Member, otherwise as
     shall  customarily  pertain  to  such  offices. The initial officers of the
     Company  are  as listed on Exhibit B to this Agreement. The officers of the
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     Company  shall hold office until their successors are appointed by the Sole
     Member,  unless the Sole Member specifies otherwise. Any officer elected or
     appointed  by  the  Member  may  be  removed  at  any  time and any vacancy
     occurring in any office of the Company may be filled by the Sole Member, in
     its  sole and absolute discretion. Any number of offices may be held by the
     same  person.

9.          TERM;  DISSOLUTION.  The  Company  shall  have  perpetual existence,
     unless  sooner  dissolved  as  hereinafter  provided.  The  Company  shall
     dissolve,  and its affairs shall be wound up upon the first to occur of the
     following:  (a) the written consent of the Sole Member and (b) the entry of
     a  decree  of  judicial  dissolution  under  Section  18-802  of  the  Act.

10.          INITIAL CAPITAL CONTRIBUTION.  The Sole Member agrees to contribute
     to  the  Company  as its initial capital contribution $100, in cash, and no
     other  property.

11.          ADDITIONAL  CONTRIBUTIONS.  The  Sole Member, and any other members
     hereafter  admitted  may,  but  shall  not  be required to, make additional
     capital  contributions  to  the  Company.

12.          ALLOCATION OF PROFITS AND LOSSES.  The Company's profits and losses
     shall be allocated to the Sole Member.

13.          DISTRIBUTIONS.  Distributions  shall  be made to the Sole Member in
     the aggregate amounts, and at the times, determined by the Sole Member.

14.          LIMITATION  OF LIABILITY.  Except as provided in the Act or as such
     member  shall expressly agree in writing, no member of the Company shall be
     obligated  personally  for any debt, obligation or liability of the Company
     or  of  any other member solely by reason of being a member of the Company.
     In  no event shall any member or former member (i) be obligated to make any
     capital contribution or payment to or on behalf of the Company or (ii) have
     any  liability  to  return  distributions  received by such member from the


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     Company,  in  each  case,  except  as  such member shall expressly agree in
     writing  or  as  may  be  required  by  applicable  law.

15.          TAX  MATTERS.  The  Sole  Member  intends  that  the  Company  be
     disregarded as a separate entity for all federal income tax purposes.

16.          GOVERNING  LAW.  This  Agreement shall be governed by and construed
     in accordance with the laws of the State of Delaware.

17.          AMENDMENTS.  This  Agreement  may  not  be  modified,  altered,
     supplemented or amended except pursuant to a written agreement executed and
     delivered by the Sole Member.

     IN WITNESS WHEREOF, the undersigned have duly executed this Limited
Liability Company Agreement as of January 28, 2003.

                                             THE COMPANY:

                                             EKCO GROUP, LLC

                                             By:  WKI Holding Company, Inc.,
                                                  its Sole Member


                                             By:  /s/ Raymond J. Kulla
                                             Printed Name:  Raymond J. Kulla
                                             Title: Vice President and Secretary


                                             THE SOLE MEMBER:

                                             WKI HOLDING COMPANY, INC.


                                             By:  /s/ Raymond J. Kulla
                                             Printed Name:  Raymond J. Kulla
                                             Title: Vice President and Secretary


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                                    Exhibit A
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                               Schedule of Members
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WKI Holding Company, Inc.     100 Units



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                                    Exhibit B
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                         Initial Officers of the Company
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WKI Holding Company, Inc.       Manager
James A. Sharman                President & Chief Executive Officer
Martin C. Straube               VP, Supply Chain Operations
Joseph W. McGarr                Senior VP & Chief Financial Officer
Catherine Freeman               Vice President, Finance
Raymond J. Kulla                VP, Secretary & General Counsel
John Sorensen                   Vice President, Treasurer
Philomena A. Burke              Assistant Secretary


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