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                                                EXHIBIT 10.13

                                                REVISED JANUARY 19, 2001


                            PAY AGREEMENT AND RELEASE
                              OF NATHANIEL STODDARD

This agreement effective on the last date executed below, contains all the
understandings between Nathaniel Stoddard and World Kitchen, Inc. and its
parents, subsidiaries or affiliates, including without limitation, Borden, Inc.,
and their officers, employees and agents in their individual and representative
capacities, known collectively as the "Company" in connection with your
separation from employment. This agreement provides the specific details of
benefits to be received by you including those under the Company's Employment
and Benefits Upon Termination Plan and the conditions agreed to by you for the
receipt of those benefits.

1.    The Company will pay you a gross amount of $1,000,000, to be paid to you
      on a wage continuation basis, every two weeks, beginning February 1, 2001
      through December 31, 2002. This payment reflects (2) years of gross annual
      salary as agreed at the time of your employment. At any time after January
      1, 2002 you may request that the balance of your wage continuation be paid
      on a lump sum basis. Deductions for cash advances, other money due the
      Company and as required by statute or regulation, will be made from this
      payment. Your official termination date is January 31, 2001. Between now
      and your termination date you will be transitioning your responsibilities.

2.    You will be paid for 2 weeks of unused 2000 vacation upon your
      termination. This payment will be made less deductions required by statute
      or regulations.

3.    Your participation in the Company's Management Equity Plan will end with
      your termination on January 31,2001. Under the plan and the agreements
      between you and the Company, the Company has up to seventy-five (75) days
      following your termination to exercise its option to call your shares.
      However, the Company will determine the Modified Book Value as of December
      31, 2000, the last day of the month immediately preceding your termination
      date and will process your payment, net any of amount owed by you to
      Fifth-Third Bank under loans used to purchase the shares, on your
      termination date, January 31, 2001. All options will be cancelled.

4.    Your loan with World Kitchen, Inc., $200,000 plus interest, becomes due
      and payable upon your termination of employment. The amount due under this
      loan will be deducted from any payments available under this agreement.

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5.    You will be paid $300,000 less deductions required by statute or
      regulations on January 31, 2001. This payment reflects a guaranteed
      minimum bonus payment agreed at the time of your employment.

6.    You will be paid $120,000 less deductions required by statue or
      regulations on January 31, 2001. This payment is in lieu of annual
      perquisite allowances for 2001 and 2002.

7.    You agree to conduct yourself in a manner that does not disparage the
      Company, or is damaging to or otherwise contrary to the Company's best
      interests and you agree that this agreement is strictly confidential and
      you will not reveal its terms except in connection with an official
      investigation or to your legal or financial advisors or spouse. The
      Company agrees to not disparage you if contacted for a reference.

8.    You also understand that by continuing to make your monthly contributions,
      you may continue participation in the Medical and Dental programs
      sponsored by the Company for two (2) years following your termination of
      employment. All other health and welfare benefits, including but not
      limited to long-term disability and salary continuance, will be
      discontinued upon your date of termination. In addition to the amount paid
      under this Agreement, any money due from the Company benefit plans will be
      paid to you upon application for such benefits pursuant to the terms of
      such plans. Cobra benefits will be available to you after January 31,
      2003. You may elect to purchase coverage for up to eighteen months (18)
      according to the regulations and fees applicable at that time.

9.    You will be provided with executive level outplacement services through
      Right Management Consultants. The Company does not warrant or guarantee
      the results of the services provided and you agree to hold the Company
      harmless from any claims in connection with the services provided. You
      will be given $10,000 for travel to New York associated with the receipt
      of these services. The $10,000, less deductions required by statute and
      regulations, to be paid upon termination.

10.   You will be permitted to purchase the electronic tools you are currently
      assigned to facilitate your career transition at the following costs: lap
      top computer, $2,900; color printer/fax, $450; cell phone, $165; and
      computer screen, $1000. Should you elect to purchase the cell phone, you
      must arrange a service agreement through an independent provider. The
      Company's service contract is not transferable to an individual. Purchase
      of the equipment must be made by January 31, 2001.

11.   You accept the money and benefits to be paid to you under this Agreement
      as full settlement of all claims and causes of action arising out of your
      employment by the Company and the termination of that employment.

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12.   You agree that you are entering into this agreement and release as your
      own free decision in order to receive the payments and other benefits
      described above. You understand that the Company would not make these
      payments or extend these benefits to you without your voluntary consent to
      this Agreement.

      You understand that by signing this Agreement you are waiving all rights
      to reinstatement or future employment with the Company and that you are
      giving up your right to, and agreeing not to, file charges or lawsuits:
      (a) with respect to any discrimination you believe you have suffered due
      to age, disability, race, sex, religion, national origin or any other
      reason related to your employment by the Company, or the termination of
      that employment, including, but not limited to, any claims under Title VII
      of the Civil Rights Act of 1964, the Age Discrimination in Employment Act,
      the Equal Pay Act, the Rehabilitation Act of 1973, Section 1981 of the
      Civil Rights Act of 1866, the Civil Rights Act of 1991, the Americans with
      Disabilities Act, the Family and Medical Leave Act of 1993, the Worker
      Adjustment and Retraining Notification Act, the Older Workers Benefit
      Protection Act, the Fair Labor Standards Act, and any other federal,
      state, or local statute or regulation regarding employment, worker's
      compensation, discrimination in employment or termination of employment;
      (b) with respect to any theory of libel, slander, breach of contract,
      wrongful discharge, detrimental reliance, infliction of emotional
      distress, tort, or any other theory under the common law; and (c) with
      respect to any claims for uncompensated expenses, severance pay, incentive
      or bonus pay, overtime pay or any other form of compensation.

      You intend that this Agreement will bar each and every claim, demand and
      cause of action above specified, whether known or unknown to you at the
      time of execution of this Agreement. As a result, you acknowledge that you
      might, in the future, discover claims or facts in addition to or different
      from those which you now know or believe to exist with respect to the
      subject matters of this Agreement and which, if known or suspected at the
      time of executing this Agreement, may have materially affected this
      settlement. Nevertheless, you hereby waive any right, claim, or cause of
      action that might arise as a result of such different or additional claims
      or facts. You also agree that should you breach this agreement by filing
      any charge or beginning any suit as described in this paragraph you will
      immediately repay to the Company the sums you have received under
      paragraph 1, above, less $100.00 and further agree that in such event the
      Company will have no further obligation to provide you with additional pay
      or benefits under this agreement, but that all other provisions of this
      agreement will remain in effect.

13.   You agree that, prior to your termination date of January 31, 2001, you
      will return to the Company all Company credit cards, keys, customer lists
      and records, policy and procedure manuals, price lists, business contracts
      and other

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      documents and information belonging to the Company. You also agree to
      return all Company property, including, but not limited to, cell phones
      and laptop/personal computers, that you are not purchasing from the
      Company.

14.   You recognize that the Company possesses certain business and financial
      information about its operations, information about new or envisioned
      products or services, manufacturing methods, product research, product
      specifications, records, plans, prices, costs, customer lists, concepts
      and ideas, and is the owner of proprietary rights in certain systems,
      methods, processes, procedures, technical and non-technical information,
      inventions, machinery, research and other things which constitutes
      valuable trade secrets of the Company. You acknowledge that you have been
      employed in positions in which you have had access to such information and
      that the Company has a legitimate interest in protecting such confidential
      and proprietary information in order to maintain and enhance a competitive
      edge within its industries. Accordingly, you agree that you will not use
      or remove, duplicate or disclose, directly or indirectly, to any persons
      or entities outside the Company any information, property, trade secrets
      or other things of value which have not been publicly disclosed. In the
      event that you are requested or required in a judicial, administrative or
      governmental proceeding to disclose any information that is the subject
      matter of this Paragraph, you will provide the Company with prompt written
      notice of such request and all related proceedings so that the Company may
      seek an appropriate protective order or remedy or, as soon as practicable,
      waive your compliance with the provisions of this Paragraph.

15.   As further consideration for the payments and commitments agreed to by the
      Company, you agree that you will not, directly or indirectly, for a period
      of one (1) year following the effective date of the Agreement, engage in
      work or other activity the same or similar to work which you performed for
      the Company, for any Kitchen Housewares producer or seller which competes
      with the Company.

16.   You agree that you will not, directly or indirectly, for a period of one
      (1) year following the effective date of this Agreement solicit or recruit
      other employees of the Company to leave their employment with the Company.

17.   By entering into this Agreement, the Company does not admit to the breach
      of any contractual or other promises to you, and does not admit to the
      violation of any federal, state, local or other statute or law, including,
      but not limited to, those laws referred to in Paragraph 10 of this
      Agreement, and any claimed breaches or violations are hereby specifically
      denied.

18.   The Parties agree that this Agreement shall be construed in accordance
      with New York law, and that any action brought by any party hereunder may
      be instituted and maintained only in the appropriate court having
      jurisdiction over New York.

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19.   In making your decision, you recognize that you have the right to seek
      advice and counsel from an attorney, if you so choose. You also have
      twenty-one (21) days from the date this agreement is presented to you to
      decide whether to sign this agreement.

20.   You have seven (7) calendar days from the date you sign this Agreement to
      cancel it in writing. You also understand that this Agreement will not
      bind either you or the Company until after the seven-day period you have
      to cancel. No payments will be made under this Agreement until it becomes
      binding. You may cancel this Agreement by signing the cancellation box
      below (or by any other written signed notice) and delivering it to the
      Company within seven days of your signing this Agreement.

                                    Very truly yours,



                                    C. Robert Kidder
                                    Chairman
                                    World Kitchen, Inc.
                                    _____________, 2001


ACCEPTED:

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Associate's Signature                     Date

WITNESS:                                  At:
        ----------------------               ---------------------
                                             Location

CANCELLATION NOTICE:

(To cancel this Agreement, sign below and deliver this copy of the Agreement to
the Company within 7 days of the date you signed the Agreement.) I hereby cancel
this Agreement.


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Date                          Signature