WORLD KITCHEN

                            CODE OF BUSINESS CONDUCT

                              Standards to work by

                           All the right ingredients.


<PAGE>
Once  you have reviewed the Code of Business Conduct Principles, please sign the
attached  certificate  in  the  back  of  this  book and return it to your Human
Resources  representative.


                            CODE OF BUSINESS CONDUCT

                                TABLE OF CONTENTS

TOPIC                                                                       PAGE

A Letter from Steve Lamb                                                       1

General Principles
Antitrust                                                                    2-4
Marketing                                                                      5
Environment                                                                    6
Global Sourcing                                                                7
Financial Records                                                              8
Trade Secrets/                                                                 9
  Confidential Information
Foreign Corrupt Practices Act                                                 10
Health and Safety                                                             11
Political Contributions                                                       12
   and Activities

PERSONAL CONDUCT
Anti-Discrimination                                                           13
Harassment                                                                    14
Diversity                                                                     15
Conflicts of Interest                                                         16
Outside Employment                                                            17
   and Activities
Gifts, Gratuities                                                             18
   and Payments
Property  World Kitchen                                                       19
 Prohibited Substances                                                        20

CONCLUDING REMARKS
World Kitchen Hot Line                                                        21
Disciplinary Action                                                           22


<PAGE>
                                   PRINCIPLES

                            CODE OF BUSINESS CONDUCT

Dear WKI Partner,

In  today's highly competitive business environment, our success depends largely
upon  our  reputation. World Kitchen's reputation for integrity is a fundamental
part  of our heritage and one of our most valuable assets. Integrity encompasses
all that defines and sustains us as a company-the values we believe in, the high
ethical  standards  we live by, our honesty and behavior in dealing with others,
and  our  commitments  to  deliver  on  the  promises  we  make  to  customers,
stakeholders  and  each  other.

We  must  always be aware that every decision we make, every action we take, can
affect the reputation of our company, and in turn, our own lives and livelihood.
As  committed  as  we  are to growth and superior performance, we will never cut
corners  or  compromise  our principles in order to achieve business objectives.
The  following  pages  outline  our Code of Business Conduct, which we take very
seriously-any departure from its principles is unacceptable. Every partner must,
therefore, strive to maintain the high standards of business ethics and personal
integrity  our  Code  requires.

At the same time, we must recognize that this document does not provide a set of
rules  to cover every situation or challenge we may face. Rather, the principles
that  follow serve as guidance for each of us in making sound, ethical decisions
in  the  best  interest of World Kitchen. Please read this document very closely
and  keep  it  handy  for  future  reference.

If  you  have  any  questions,  please  see  your  manager,  Human  Resources
representative or our Legal Department. Each of us is expected to adhere to this
Code  of Business Conduct and use it to guide our behavior at all times. When we
behave  ethically,  honestly,  and in the best interest of World Kitchen, as the
Code  requires,  we help ensure that our worldwide reputation for integrity will
endure.

/s/ Steve Lamb
Steve Lamb
President & CEO

                                 We must delight
                                  the customer,
                                but never at the
                                   cost of our
                               ethical principles.


                                                                               1
<PAGE>
                               GENERAL PRINCIPLES

YOUR RESPONSIBILITIES

-    Never agree with competitors to fix prices or divide markets.

-    Never enter into any understanding with a competitor that restricts either
     party's discretion to manufacture any products or provide any service, or
     which limits selling to, or buying from, a third party.

-    Never enter into any understanding with a dealer or distributor that might:

     -    restrict the dealer's discretion to use or resell one of the company's
          products without first consulting the Legal Department.

     -    condition the sale of a product or service on the dealer's purchase of
          another product or service from the company.

-    Contact the Legal Department for prior approval before any meeting with a
     competitor. If you attend a trade association meeting and competitors are
     prevent, never discuss at the meeting or at any social gathering prices,
     costs, sales, profits, market shares, or other competitive subjects. If
     such matters enter into the discussion, stop the discussion, or leave the
     meeting or social gathering-stating why you are leaving-and notify the
     Legal Department

-    CONTACT THE LEGAL DEPARTMENT if you have any questions concerning
     compliance with antitrust laws.


                                    ANTITRUST

Competition  is  healthy for business and good for consumers. Our antitrust laws
are  often credited with helping our country achieve our fine standard of living
and  one  of  the  healthiest  economies in the world. World Kitchen's policy is
clear:  We  will compete based on the merits of our products and services and we
will  comply  fully  with both the letter and spirit of all U.S. antitrust laws.

Antitrust laws prohibit any WKI partner from entering into any kind of agreement
or  understanding  (even oral or informal) with a competitor on any action which
affects,  limits  or  restricts  competition.  This  includes:

-    Prices,  cost,  profits,  or  terms  and  conditions  of  sale
-    Territories
-    Limitations  on  products  or  services
-    Production  facilities  or  capacity
-    Market  share
-    Customer  or  supplier  allocation  or  selection
-    Distribution  methods

In addition, there are a number of other business practices that may arise under
certain  circumstances  that  would  also  violate antitrust laws. Some of these
potential  areas  include:

MONOPOLIZATION

It  is illegal for a company to "monopolize" a market. Unfortunately, defining a
so-called  relevant  market  for  the  application of the antitrust laws is very
difficult. While World Kitchen believes it does not have a monopolistic position
in  any  relevant  market, a desire to achieve, or the reasonable probability of
achieving  such  a  monopolistic position. We cannot be sure that a court of law
would  not  define  a  relevant  market so narrowly as to raise a monopolization
question  for the company.  Therefore, all WKI partners should avoid any conduct
that  could  be  termed  "predatory."  Examples  include:


                                                                               2
<PAGE>
                              ANTITRUST (CONTINUED)

-    The  setting of very low prices in order to drive out a competitor with the
     intention  of  raising  those  prices back up again once the competitor has
     been  driven  out  of the marketplace. In general, sales below our marginal
     cost  could  be  presumed  to  be  predatory.

-    Taking  any  other  action  specifically  aimed  it  harming any individual
     competitor.  Our  business decisions and our marketing practices should all
     be  made  positively  with  a view toward increasing our own profits rather
     than  negatively  with a view toward reducing some other company's sales or
     profits.

TYING ARRANGEMENTS
Tying  arrangements exist when the company conditions the sale of one product on
the  buyer  purchasing some other separate and unrelated product. This can raise
antitrust  implications. World Kitchen's products should all be able to stand up
in  the  marketplace  on  their  own.

RESTRICTIONS ON OUR DISTRIBUTORS
In  general,  World  Kitchen  partners  should  consider  our distributors to be
independent  businesses  that  are  entitled  to  make all of their own business
decisions.  We  should  not  dictate  to  them:
-    The  price  at  which  they  should  sell  our  products.
-    The  customers  to  whom  they  can  or  cannot  sell.

PRICE Discrimination
Our  antitrust  laws  can  also  prohibit  us  from  selling the same product at
different  prices to different competitors when that price difference might have
an  adverse  effect  on competition. In other words, the general rule is that we
must  treat all similarly situated customers the same. This rule is also subject
to  numerous  exceptions and qualifications. Therefore, World Kitchen's standard
pricing  practices  should  be  approved by our Legal Department. Any deviations
from  these  standard  pricing  practices  should  only occur in accordance with
established procedures for price deviations, which will also include a review by
the  company's  lawyers  when  appropriate.

RECIPROCITY
Our  products  should  be  sold  on  the basis of price, quality and service. We
should  be  buying the products of others based on those same considerations. We
should  not  attempt  to sell  our  products  to other companies on the basis of
purchases  we  may  make  from  those other companies, nor should we allow other
companies  to  attempt  to  make  us buy their products simply because they sell
products  to us. Violations of this principle-sometimes called "reciprocity"-can
raise  antitrust  implications.


                                                                               3
<PAGE>
                              ANTITRUST (CONTINUED)

RESTRICTIONS ON DEALING GOODS OF A COMPETITOR
A  company  requirement that we will sell our products to a customer only on the
condition that the customer refuse to deal in goods of our competitors can raise
antitrust  implications.  It could  also  be  held  to  be  an  unfair method of
competition.  World  Kitchen  sales  people should not condition the sale of our
products  on  our  customers'  refusal  to  deal  with  other  suppliers.

PARTICIPATION IN TRADE ASSOCIATIONS
There  is  no exemption in our antitrust laws for joint activity taken under the
umbrella  of  a  trade  association  or  in  connection with a trade association
meeting.  In  fact,  in many criminal antitrust prosecutions, at least one trade
association  meeting is alleged to have been involved in the conspiracy. Because
of  the possible antitrust difficulties that can arise in conjunction with trade
association  activities.  World  Kitchen  partners  should observe the following
guidelines:

-    We  should  not  join any trade association or attend any trade association
     meeting  unless  there  are clear business benefits to be obtained from the
     trade  association  and  we  have  satisfied  ourselves  that  the  trade
     association  has,  and  makes  use  of,  competent  antitrust  counsel.
-    World Kitchen partners who attend a trade association meeting or who belong
     to  a  trade  association  must  familiarize  themselves  with  antitrust
     principles  and  legal  pitfalls involved in trade association programs and
     conduct  themselves  accordingly.

These  rules  are  subject  to  numerous  interpretations  and  qualifications.
Therefore,  any  questions, or need for clarification, should be directed to our
Legal  Department.


                                 Competition is
                              healthy for business
                                  and good for
                                   consumers.


                                                                               4
<PAGE>
                                    MARKETING

Our  marketing  and  advertising  should always be truthful. If we make specific
claims  about  our  products  or the performance of our products, we should have
evidence  to  substantiate  those  claims.  We  should  not  label or market our
products in any way that might cause confusion between our products and those of
any  of  our competitors. Similarly, we should be alert to any situation where a
competitor  may be attempting to mislead potential customers as to the origin of
products  and inform appropriate management or the company's Legal Department of
any  such  cases.

If  we  offer  advertising  or promotional allowances, we should offer them on a
proportionately equal basis to all of our customers. Advertising and promotional
allowances  are  subject  to  very  detailed  and technical regulation under the
Robinson-Patman  Act  and  therefore, should only be offered after approval from
the  company's  lawyers.

We  should  not  disparage any of the products, services, or employees of any of
our competitors. If we do engage in any comparison of our products against those
of  our competitors, such comparisons should be fair. Comparative advertising is
also  subject  to  some  regulation  and  should, therefore, be cleared with the
company's  lawyers  beforehand.  All  use  of the company's trademarks and trade
names  should  be  in  accordance  with  our  policies  governing  such  use.

We will not use gifts, excessive entertainment, nor any other ways to improperly
influence  our  potential customers. We will market our products on the basis of
our  price,  quality  and  service.

The  company  will not pay any bribe, gratuity, kickback, or any similar payment
to  anyone,  including  agents  of  our customers or members of their family, in
connection  with  the  sale  of any of our products. Should any such payments be
requested, the company's lawyers should be contacted immediately. Company policy
is  to  forego  any  business  which can only be obtained by improper or illegal
payments.  The  company  will  not  pay "push money," or secret payments, to our
customers  in  order  to  induce  them  to  sell  our products over those of our
competitors.

YOUR RESPONSIBILITIES

-    Ensure our advertising is truthful.

-    ALWAYS offer advertising and promotional allowances on a proportionately
     equal basis to all customers.

-    Don't disparage our competitors.

-    Never offer a bribe of any sort in connection with the sale of any of our
     products.


                                                                               5
<PAGE>
                                  Environment

World Kitchen is dedicated to preserving and protecting the environment. Most of
our activities are regulated by federal, state and local environmental laws. Our
policy  is clear: comply with the environmental laws and utilize best management
practices  to  further  reduce  environmental  risks.

World Kitchen has instituted a pollution prevention program to reduce industrial
waste  through  process  changes,  recycling  and  replacement  of hazardous raw
materials.  We  encourage  our  partners  to reduce waste and emissions from our
processes  and  operations.

All  waste  products  and  hazardous  materials must be accumulated, handled and
disposed  of  as  required  by  World  Kitchen  environmental guidelines. If you
discover  any unsafe storage of hazardous materials, a spill, or other releases,
report  it  immediately  to  the  Environmental  Coordinator  at  your facility.

YOUR RESPONSIBILITIES

-    Understand and follow World Kitchen environmental guidelines applicable to
     your work activities.

-    Ensure required environmental records and labels are complete, accurate and
     truthful.

-    Properly handle, store, or dispose of hazardous materials in full
     compliance with the World Kitchen program and applicable regulations.

-    Notify supervisory personnel of any violations of World Kitchen
     environmental guidelines.

-    Report any spills and other releases of petroleum or hazardous substances.

-    Prevent the risk of spills and other releases of petroleum or hazardous
     substances.

-    Ensure that emissions are within permitted limits and that all permit
     conditions are complied with.

-    Notify supervisory personnel and Plant or Corporate Environmental staff of
     any apparent violations of regulations, permits, or World Kitchen
     guidelines.

-    Suggest improvements for reducing or eliminating wastes or emissions.

-    Consult with Plant or Corporate Environmental staff if you have any
     questions.

                             World Kitchen realizes
                              its responsibility to
                            nature and its resources,
                                and we take that
                            responsibility seriously.


                                                                               6
<PAGE>
                                GLOBAL SOURCING

World  Kitchen's  Global  Sourcing  Principles are tools that help our corporate
reputation  and,  therefore, our commercial success. They assist us in selecting
business  partners  that  follow workplace standards and business practices that
are consistent with company policies. We expect our business partners to operate
workplaces  where  the  following  standards  and  practices  are  followed.

1.   We  will  seek  to identify and utilize business partners who aspire to and
     conduct their business under a set of ethical standards compatible with our
     own.

2.   We  expect our business partners to be law-abiding and to comply with legal
     requirements  relevant  to  the  conduct  of  their  business.

3.   We  will  only  do  business  with partners who share our commitment to the
     environment and who conduct their business in a way that is consistent with
     our  environmental  philosophy  and  guiding  principles.

4.   We  will  only  do  business  with  partners whose workers are in all cases
     present  voluntarily, not put at risk of physical harm, fairly compensated,
     allowed  the  right  of  free  association and not exploited in any way. In
     addition,  the  following  specific  guidelines  will  be  followed:

     -    Wages  and  benefits  will  comply  with  all  applicable law or match
          prevailing  industry  practices.
     -    Work  hours  will  not  exceed the local norm except for appropriately
          compensated  overtime.
     -    No  child  labor  will  be  permitted.
     -    No  prison  or  forced  labor  will  be  tolerated.
     -    Workers shall be employed on the basis of their ability to do the job,
          rather  than  on  the  basis  of  personal characteristics or beliefs.
     -    Corporal punishment or other forms of mental or physical coercion will
          not  be  tolerated.

YOUR RESPONSIBILITIES

-    ENSURE that our business partners conduct their operations under a set of
     ethical standards compatible with those of World Kitchen.

-    ENSURE that our business partners are law-abiding, environmentally
     responsible and utilize fair employment practices.


                         Our Global Sourcing Principles
                        are tools that help our corporate
                           reputation and, therefore,
                            our commercial success.


                                                                               7
<PAGE>
                                FINANCIAL RECORDS

A variety of laws require World Kitchen to record, preserve and report financial
information to Investors and government agencies. Partners must record financial
information  accurately,  completely  and  timely  in  accordance with generally
accepted accounting principles and company procedures. The laws prohibit entries
which  intentionally  conceal  or  disguise the true nature of any World Kitchen
transactions.  All  receipts  and  disbursements  of  funds must be properly and
promptly  recorded.  Financial  information  must  be kept confidential and only
released  with  the  approval  of  the  Chief  Financial  Officer.

YOUR RESPONSIBILITIES

-    DO NOT MAKE an inaccurate, false, or misleading entry in company books and
     records.

-    IMMEDIATELY REPORT ANY inaccurate, false, or misleading records to your
     supervisor, the Chief Financial Officer, or the World Kitchen Hot Line at
     1-800-818-6524 (See Page 21).

-    DO NOT MAKE OR APPROVE PAYMENTS without adequate supporting information, or
     if any part of the payment is to be used for any purpose other than the
     purpose described in the supporting documentation.

-    If you participate in the preparation of financial reports, KNOW AND FOLLOW
     World Kitchen accounting policies and internal control procedures.

                                  Never "fudge"
                                    Company
                               financial records.


                                                                               8
<PAGE>
                                 TRADE SECRETS/
                            CONFIDENTIAL INFORMATION

It is very Important for all World Kitchen partners to appropriately safeguard
the company's confidential information and to refuse any Improper access to
confidential Information of any other company including our competitors. In
terms of our own confidential information, the following should be our
guidelines:

1.   Any  company  proprietary information to which we may have access should be
     discussed  with  others  within  the  company  on  a  need-to-know  basis.

2.   If  we  wish  to  disclose  our  own confidential information to any people
     outside  of  World  Kitchen,  it  should  be  done only in conjunction with
     appropriate  confidential  information  disclosure agreements, which can be
     provided  by  our  Legal  Department.

3.   We  should  always  be  alert to inadvertent disclosures that may arise, in
     either  social  conversations  or  in  normal  business  relations with our
     suppliers  and  customers.

4.   All  new  World  Kitchen  partners joining us from other organizations must
     realize  that  our  policy  is  to  fully  respect  the  trade  secrets and
     confidential  information  of  the  previous employers of our partners, and
     that  no such information should be brought to us or used by the partner in
     their  work  in  our  organization.

Confidential  or  proprietary  information  includes any information that is not
generally  disclosed  and that is useful or helpful to the company and/ or which
would  be  useful  to  competitors.  Common  examples  include  such  things as:

-    Financial  data
-    Planned  new  products
-    Planned  advertising  programs
-    Wage  and  salary  data
-    Any document or drawing labeled confidential or proprietary
-    Sales  and  margin  figures
-    Expansion  plans
-    Manufacturing  plans
-    Supplier  and  customer  list

PUBLIC COMMUNICATION

World  Kitchen  prospers  not only by our customers' acceptance of our products,
but  also by the public's acceptance of our conduct. As a company, we respond to
public  inquiries-including  those  from the news media, governments, and others
-with  prompt,  courteous,  honest answers. All inquiries of this type should be
forwarded  to  our  Director of Corporate Communications, who, along with select
members  of  our  executive  leadership,  is  the  only  World  Kitchen  partner
authorized  to  speak  publicly  on  behalf  of  the  company.

                         World Kitchen partners have an
                    obligation to maintain trade secrets and
                      confidential information even after
                            they leave the company.


                                                                               9
<PAGE>
                                FOREIGN CORRUPT
                                  PRACTICES ACT

The  Foreign  Corrupt  Practices Act prohibits payments or offers of payments of
anything  of  value  to  foreign  officials, political parties or candidates for
foreign  political office in order to obtain, keep, or direct business. Indirect
payments  of  this nature made through an intermediary, such as a distributor or
sales  representative,  are  also  illegal.   World  Kitchen  partners  and
representatives  must  comply  with  this  Act.

This  Act  also  requires  that  World  Kitchen  maintain  a  system of internal
accounting  controls and keep accurate records of the company's transactions and
assets.   The  following  activities  are  prohibited:

-    Maintaining  secret  or  unrecorded  funds  or  assets
-    Falsifying  records
-    Providing  misleading  or  incomplete  financial  information to an auditor

YOUR RESPONSIBILITIES

-    COMPLY with World Kitchen procedure and the highest ethical standards of
     the United States and the foreign country in which World Kitchen is doing
     business.

-    DO NOT MAKE any payment regardless of amount to foreign government
     officials or personnel.

-    COMPLY with World Kitchen accounting policies and internal control
     procedures.

-    DO NOT USE World Kitchen assets for any unlawful or improper purpose.

-    DO NOT CREATE OR MAINTAIN a secret or unrecorded fund or asset for any
     purpose.

-    DO NOT MAKE any false or misleading entries in World Kitchen records, or
     make any payment on behalf of World Kitchen without adequate documentation.

-    REPORT violations of World Kitchen financial and accounting policies to
     your supervisor, the Legal Department, or the World Kitchen Hot Line. (See
     page 21)

-    CONSULT with the Legal Department if you have any questions.

                                 World Kitchen is
                                a tough competitor
                                 but we will play
                              strictly by the rules.


                                                                              10
<PAGE>
                                     HEALTH
                                   AND SAFETY

Providing  and  maintaining  a  safe  and healthy work environment is of primary
concern  to everyone at World Kitchen. Each of us is responsible for knowing and
complying with all safety policies, regulations and rules that apply to our job.
Following  these  requirements  helps  ensure not only your safety, but also the
safety  of  your  co-workers  and  other  persons.

Supervisors must know, understand and demand compliance with the safety laws and
regulations  that  apply  to  their areas of responsibility, and comply with all
applicable  state  health and safety laws and all provisions of the Occupational
Safety  and  Health  Act  (OSHA).

YOUR RESPONSIBILITIES

-    ALWAYS COMPLY with World Kitchen health and safety procedures.

-    ALWAYS TAKE appropriate safety precautions, including wearing and using
     safety equipment, and using seatbelts while driving or riding company
     vehicles.

-    NOTIFY your Facility Manager of any hazardous conditions or another
     partner's failure to use safety equipment or to follow safety procedures.

-    HIRE only reputable contractors who agree to abide by state and federal
     health and safety laws.

-    NEVER instruct another partner to disregard safety procedures.

-    SUGGEST ways to improve World Kitchen health and safety procedures.



                        Working safely and following the
                            established safety rules
                           is not a matter of choice;
                        it's your primary responsibility.


                                                                              11
<PAGE>
                            POLITICAL CONTRIBUTIONS
                                 AND ACTIVITIES

World  Kitchen  partners  are encouraged, as individuals, to engage in political
activities,  such  as  voting  in  federal, state and local elections, or making
personal  contributions in support of candidates or parties of their choice. You
are  also encouraged to express your views on government, legislations and other
matters  of  local  and  national  interest.  These activities, however, must be
undertaken  on  your  own  time  and  at  your  own  expense.

Federal laws prohibit World Kitchen from making direct or indirect contributions
to  a political party or candidate in connection with any federal election. This
includes  contributions in the form of cash, goods, services, loans, property or
the  use  of  World  Kitchen  facilities.  For  instance, this law prohibits the
company  from  loaning  World  Kitchen  personnel  to  a political campaign, the
payment  for  advertising,  printing  or  other  campaign  expenses and even the
purchase  of  tickets  to  fund-raising  events.

Federal  law  and  many  state laws permit corporations to establish and support
political  action  committees  ("PAC"s).

World  Kitchen  will not attempt to dictate to any partner which political party
or  view  to  support. Under no circumstances will any partner be compensated or
reimbursed  for  personal  political  contributions,  or  be  given  or  denied
employment  or  promotion  as  a result of making or failing to make a political
contribution.

YOUR  RESPONSIBILITIES

-    DO NOT CONDUCT political activities on World Kitchen time of use World
     Kitchen property or equipment for this purpose.

-    OBEY restrictions imposed by law upon corporate participation in politics.

-    MAKE CLEAR that the political views you express are your own, and not those
     of World Kitchen.



                            WKI partners are free to
                            exercise their rights as
                           U.S. citizens, even though
                              WKI as a corporation
                               cannot participate.


                                                                              12
<PAGE>
                                PERSONAL CONDUCT

                                      ANTI-
                                 DISCRIMINATION

World  Kitchen is committed to the fair and equitable treatment of its partners.
A  partner's  qualifications,  skills and achievements or potential are the only
factors  upon  which  decisions  concerning  hiring,  performance appraisals and
promotions are based. These decisions must be arrived at without regard to race,
color,  sex,  national  origin,  religion,  age, disability, sexual orientation,
marital  or  family  status, veteran status, or any other illegal consideration.

World  Kitchen  is  also  committed  to  a  work environment free of harassment.
Employment  decisions will not be based on submission to or rejection of conduct
indicating hostility or disdain for an individual on any illegal basis. Nor will
World  Kitchen tolerate conduct that interferes with work performance or creates
a  hostile,  intimidating  or  offensive  work  environment.

YOUR  RESPONSIBILITIES

-    DO NOT TREAT any partner differently because of his or her race, color,
     sex, national origin, age, religion, disability, sexual orientation,
     marital or family status, veteran status or other illegal consideration.

-    UNDERSTAND AND FOLLOW World Kitchen equal employment opportunity guidelines
     and procedures.

-    NOTIFY supervisor personnel, your Human Resource Manager or the Legal
     Department of any discrimination or harassment.

-    DO NOT MAKE OR TOLERATE slurs derogatory remarks, demeaning stereotypes or
     jokes, or engage in mocking, pranks, or any other conduct of a hostile
     nature directed at someone because of race, color, sex, national origin,
     age, religion, disability, sexual orientation, marital or family status,
     veteran status or any other illegal consideration.


                               Discrimination and
                                   harassment
                                  have no place
                                at World Kitchen.


                                                                              13
<PAGE>
                                   HARASSMENT

World  Kitchen  has a strict policy against harassment of any kind including any
action  in  the  workplace  that  intimidates,  insults, offends, or ridicules a
partner  because  of  race,  color,  gender,  age, sexual orientation, religion,
national  origin,  ancestry,  disability,  marital status, or any other category
protected by law. World Kitchen's management is responsible for taking an active
and  positive role to ensure a harassment-free workplace for all employees. This
policy  applies  to  all  partners at all locations, company-sponsored social or
other  events,  including  activities  where  you  represent World Kitchen. This
policy  also  applies to consultants and temporary workers within World Kitchen.

WKI  partners  who  believe  this  policy  has  been  violated  (whether against
themselves  or  another  partner)  should  immediately contact their supervisor,
local  Human  Resources representative or the Vice President of Human Resources.
Once  a  complaint  of  harassment  has  been received, an investigation will be
conducted.  If  the  investigation  reveals  that  a  WKI partner has engaged in
conduct constituting harassment or retaliation, management will take appropriate
disciplinary  action,  up  to and including immediate termination of employment.

WHAT  IS  HARASSMENT?

Harassment is defined as conduct that denigrates or shows hostility towards an
individual because of his race, color, gender, religion, sexual orientation,
disability, marital status, or ancestry. Examples of harassment may include, but
are not limited to:

-    Derogatory comments, slurs or epithets.

-    Unwelcomed sexual advances, requests for sexual favors, and other verbal or
     physical conduct of a sexual nature.

-    Derogatory posters, photography, cartoons, or gestures.

-    Physical conduct such as unwanted touching, blocking normal movement or
     interfering with work directed at you because of your sex or other
     protected basis.

-    Retaliation for opposing, reporting, or threatening to report prohibited
     harassment or for participating in an investigation.

If  you  feel  you  have  been  the target of harassment, immediately report the
incident to your supervisor, local Human Resources representative or to the Vice
President  of  Human  Resources.


                              Sexual harassment is
                               no laughing matter
                                  and will not
                                  be tolerated!


                                                                              14
<PAGE>
                                    DIVERSITY

Diversity  is the variety of people or differences among all people such as age,
culture,  disability,  gender,  educational  level,  national  origin,  race,
organizational  levels  or  any  other  characteristic  that  makes  us  unique
individuals.  World  Kitchen values the diversity of its partners and strives to
be  representative  of today's work force by maintaining policies that encourage
diversity  and  enable  World  Kitchen  to  attract, hire, and leverage the best
employees  at  all  levels  of  the  company.

Promote  understanding  and respect in all interactions with other partners. All
partners have the right to expect a workplace which a free of conduct that is of
a  harassing  or  abusive  nature.  Keep  others'  sensitivities  in  mind.

Make an affirmative effort to consider candidates that are reflective of today's
work  force  when  making  hiring  and  promotional  decisions.

Base  employment  decisions  on  performance. Recruit, hire, train, develop, and
promote  persons  in  all  job  classifications  without  regard to race, color,
religion,  sex,  national  origin,  age,  disability  or  veteran  status.  Be
discrimination  free.

Encourage  the  use  of  diverse  suppliers. Consider and value them by the same
diversity  principles  and  guidelines  that  we  follow  for  our  partners.

Participate  in  the  creation  of  a  diversity-friendly work environment. Take
personal  ownership  for  making decisions that reflect our diversity principle.
When  business necessity makes if feasible, look for win/win situations that are
work/life  compatible.

See  World  Kitchen's  Affirmative Action Program and Diversity Plan for further
guidance  or  contact  the  Vice  President  of  Human  Resources.

YOUR  RESPONSIBILITIES

-    PROMOTE understanding and respect in all interactions with partners.

-    BASE employment decisions on performance.

-    ENCOURAGE the use of diverse suppliers.

-    PARTICIPATE in the creation of a diverse work environment at WKI.


                            World Kitchen values the
                          diversity of its partners and
                          strives to be representative
                              of today's workforce.


                                                                              15
<PAGE>
                                  CONFLICTS OF
                                    INTEREST

Conflicts  of  interest  arise  when  the  personal interests of a World Kitchen
partner  influence, or appear to influence that partner's judgment or ability to
act  in World Kitchen's best interest World Kitchen partners are prohibited from
taking any action that would create a conflict of interest and should avoid even
the  appearance  of  a  conflict  of  interest.

Specifically,  no  World  Kitchen  partner  may  hold  a  position with, or have
substantial  interest  in  any  business  that conflicts with or might appear to
conflict  with  his  or  her work on behalf of World Kitchen. Likewise, no World
Kitchen  partner  may  conduct business with the company for personal benefit or
for the benefit of a relative. This applies to any transaction or arrangement in
which  the  World  Kitchen  partner  or  his/her  relative financially benefits.

Before engaging in any activity that would be an actual or potential conflict of
interest,  all  relevant  information  must  be  disclosed  in  writing  to your
supervisor,  who  will review the situation with the Legal Department. The World
Kitchen  partner  cannot  engage  in  any  such  activity  without  the  Legal
Department's  Approval.


YOUR  RESPONSIBILITIES

-    DO NOT HOLD a position with, or financial interest in, another business
     that conflicts or appears to conflict with company duties or
     responsibility.

-    DO NOT CONDUCT/TRANSACT company business with a relative unless it is
     approved by the Legal Department in advance. All partners must maintain
     independent judgment and high standards of conduct and honesty.

-    INFORM your supervisor or the Legal Department of any outside business
     position, employment or consulting relationship (other than charitable,
     educational or religious) that might be viewed as conflicting with company
     duties or responsibilities.

-    DISCLOSE any substantial financial interest in or position that you, your
     spouse or domestic partner have (including work as a consultant or advisor)
     with any competitor, supplier, customer or other entity or person that has
     business dealings with World Kitchen.

-    REPORT any violations of conflict of interest to your supervisor, the Legal
     Department or the World Kitchen Hot Line. (see page 21).


                           World Kitchen is committed
                                to upholding high
                              standards of ethical
                               business practices.


                                                                              16
<PAGE>
                               OUTSIDE EMPLOYMENT
                                 AND ACTIVITIES

World  Kitchen respects the privacy of every partner to conduct his/her personal
affairs.  However,  a  full-time  partner's  primary work obligation is to World
Kitchen.  Outside  activities,  such as a second job or self employment, must be
kept  totally  separate  from  employment  with  World Kitchen. No World Kitchen
partner  may  run  a  personal  business  on  World Kitchen time, or using World
Kitchen  resources.  Similarly,  no World Kitchen partner can allow such outside
activities to detract from his or her job performance or require such long hours
that  it  adversely  affects their physical or mental effectiveness. Finally, no
World  Kitchen  partner  can  perform  services  for,  or  serve as an employee,
consultant,  officer or director, of any competitor, customer, supplier or other
entity  or  person  that  conducts  business  with  World Kitchen, without first
securing  the  approval  of  the  Legal  Department.

YOUR RESPONSIBILITIES

-    DO NOT USE company time or resources for personal or outside business
     matters.

-    AVOID work on behalf of competitors, suppliers, customers or other entity
     or person that has business dealings with World Kitchen.

-    AVOID any work that would require or create a risk that confidential
     information would be disclosed.

-    CLEAR any potential conflicts involving outside activities or employment
     with the Legal Department.

                                The primary work
                             responsibility of every
                              full-time partner is
                                To World Kitchen.


                                                                              17
<PAGE>
                                GIFTS, GRATUITIES
                                  AND PAYMENTS

World  Kitchen  provides  excellent products and services and we expect the same
quality  and  service  from our suppliers and other business partners (including
prospective  associates).  Accordingly,  any  attempt to influence purchasing or
selling  decisions  with gifts, gratuities or payments to World Kitchen partners
is  strictly  prohibited.  Further,  this  policy  equally  applies when a World
Kitchen  associate  provides a gift, gratuity or payment to any business partner
or  an  employee  of  any  business  partner.

WORLD KITCHEN PARTNERS CANNOT ACCEPT THE FOLLOWING FROM SUPPLIERS OR OTHER
BUSINESS PARTNERS:

-    GIFTS of any kind values at more than $100, or contributions to a World
     Kitchen-sponsored event that exceeds $100.

-    DISCOUNTS on any product or service not available to all partners.

-    LOANS of money, co-signature on a loan, or payment for personal cars or
     other property.

However, the Company recognizes that token gifts and meals are courtesies often
extended in the course of business dealings.

WORLD KITCHEN PARTNERS MAY NOT SOLICIT, BUT MAY ACCEPT THE FOLLOWING FROM
SUPPLIERS OR OTHER BUSINESS PARTNERS:

-    REFRESHMENTS OR MEALS IN THE ORDINARY COURSE OF BUSINESS, if infrequent and
     not lavish.

-    PROMOTIONAL OR ADVERTISING ITEMS of nominal value that bear the supplier's
     or other business partner's name or logo and are commonly distributed.

-    TICKETS to sporting, theatrical or cultural events, if infrequent.

-    RECREATIONAL outings, provided such activities are infrequent, costs for
     entrance and incidentals are not excessive, World Kitchen partners are on
     their own time or have their supervisor's permission, and they are
     accompanied by the supplier or other business partners.

A partner who receives a prohibited gift must return it. If that is not
possible, the gift should be turned over to a charitable organization. The
partner must inform his/her supervisor of this action and, if possible, advise
the sender of the gift. Any exceptions to these guidelines must be authorized in
writing by the corporate officer to whom your function reports, in advance of
the activity, and a copy of the authorization will be retained for your
protection in your personnel file.

YOUR RESPONSIBILITIES

-    NEVER SOLICIT OR ACCEPT prohibited payments, gifts or other favors from
     suppliers or other business partners, or those who wish to do business with
     World Kitchen.

-    RETURN or politely decline any gift that exceeds $100 in value.

-    CLEAR any exceptions in advance with the corporate officer to whom your
     function reports.

-    NEVER PROVIDE a prohibited payment, gift or other favor to a supplier,
     customer or other business partner, or anyone who wishes to do business
     with World Kitchen.


                           "Let's do lunch," has its
                           limits. World Kitchen does
                            business based on value,
                        quality and service-nothing else.


                                                                              18
<PAGE>
                                   PROPERTY OF
                                  WORLD KITCHEN

World  Kitchen  partners  are responsible for protecting World Kitchen owned and
leased  property and equipment. This extends not only to tangible assets such as
money,  physical  materials  and  real property, but also to intangible property
such as technologies, computer programs, business plans, trade secrets and other
confidential  or  proprietary information of customers and suppliers. Reasonable
precautions  must  be  taken by every partner against theft, damage or misuse of
World  Kitchen  property.

Generally,  World  Kitchen property must not be used for any business or purpose
other than for World Kitchen. Partners must not borrow, give away, loan, sell or
otherwise  dispose  of  World  Kitchen  property-regardless of condition-WITHOUT
SPECIFIC  AUTHORIZATION.  This  includes  the unauthorized use or duplication of
computer  software,  whether  developed  by  World  Kitchen or purchased from an
outside  vendor (except for back-up and archival purposes). Any unauthorized use
of  World  Kitchen  funds  or  property  could  be  considered  embezzlement.

YOUR RESPONSIBILITIES

-    EXERCISE appropriate care, custody and control of company property
     (including supplies, equipment, facilities, files, documents, films and
     electronically-recorded data or images).

-    DO NOT USE company equipment for personal use.

-    DO NOT duplicate company software for personal use.

-    KEEP CONFIDENTIAL INFORMATION STORED in its proper environment when not
     being used.

-    SUGGEST improvements for the maintenance or security of company property.

-    REPORT any theft or misuse of company property to your supervisor, the
     Legal Department or the World Kitchen Hot Line. (See page 21)


                                Everyone benefits
                                from safeguarding
                                company equipment
                                  and property.


                                                                              19
<PAGE>
                                   PROHIBITED
                                   SUBSTANCES

To protect the safety of employees and World Kitchen operations, the following
are strictly prohibited:

-    The use, sale, possession, manufacture and dispensing of drugs or
     controlled substances while performing company business, or while on
     company premises or in a company vehicle.

-    Being under the influence of illegal drugs or substances while conducting
     company business or duties.

-    The abusive use of a legal drug, or reporting to work under the influence
     of a legal drug, that substantially impairs the employee's job performance
     or creates a safety risk.

The  consumption  of  alcohol  in  any  situation  that might impair a partner's
ability  to  perform  assigned duties is also prohibited Reporting to work under
the  influence  of  alcohol  is forbidden. At no time may alcohol be consumed in
World  Kitchen  automobiles or trucks. Alcohol may not be consumed, sold or even
possessed  on  company  premises without specific authorization by an executive.

World  Kitchen  retains  the right to conduct searches to assure compliance with
its policy on prohibited substances, and to perform drug testing as appropriate.
Controlled,  prohibited  or  illegal  substances  will be confiscated by World
Kitchen  where  appropriate,  and  turned  over  to  the  authorities.

YOUR RESPONSIBILITIES

-    DO NOT BRING illegal drugs or alcohol onto World Kitchen property

-    REPORT any violation of World Kitchen guidelines or procedures pertaining
     to prohibited substances.

-    DO NOT BE UNDER THE INFLUENCE of any illegal drugs or alcohol while
     performing World Kitchen business or while on World Kitchen premises or in
     a World Kitchen vehicle. This could affect the safety of the people around
     you and affect the efficiency of World Kitchen operations.

                                World Kitchen is
                               concerned about its
                              employees' well-being
                                   and safety.


                                                                              20
<PAGE>
                               CONCLUDING REMARKS


                                  WORLD KITCHEN
                                    HOT LINE

Throughout  this  booklet,  you've  been  given  advice  on  where  to  turn for
additional information, or whom to call If you suspect that someone has violated
a  business conduct guideline. The most important thing to remember is that when
you  do  have  a  question,  DON'T  TAKE CHANCES! Get the right answer. Ask your
supervisor.  If  your  supervisor  doesn't  know  the  answer,  it is his or her
responsibility  to  find  the  answer  and  get  back  to  you.

If,  for  some reason, you do not feel comfortable talking with your supervisor,
you  do  have options. Contact the Vice President of your functional group, your
Human  Resources  Manager,  the  Legal  Department or call the World Kitchen Hot
Line.

World Kitchen customers and suppliers also have a responsibility to report World
Kitchen  partners  who  violate business and conduct policies. The customers and
suppliers  can  also  call  the  Hot  Line.

Calls  to  the  Hot  Line  are kept confidential and may be made anonymously. In
either  event,  the identity of the caller will not be given to anyone except as
required  by  law or as needed for investigative purposes. The company procedure
states  that  any  partner  who  retaliates against another partner, customer or
supplier  for submitting a question or report of a suspected violation will face
disciplinary  action.

WORLD KITCHEN HOT LINE:

PHONE:  1-800-818-6524

                               Don't take chances.
                                     Get the
                                 right answers.


                                                                              21
<PAGE>
                                  DISCIPLINARY
                                     ACTION

Knowingly  violating  any  standard  discussed  in  this manual may constitute a
criminal  offense,  and  violators  could  be  subject  to criminal prosecution.
Further,  actions  contrary  to  the  Statement  of  Business  Conduct  are,  by
definition,  harmful  to  World  Kitchen  and  its  reputation.  Accordingly,
violations, even in the first instance, can result in disciplinary action, up to
and  including  dismissal.  However, the company recognizes that some violations
may  be  technical,  inadvertent, or the result of an honest mistake. Therefore,
discipline,  if  any, will vary with seriousness and frequency of the violation,
and  will  take  into account all mitigating circumstances. The company reserves
the right to interpret this manual and the underlying corporate policies, and to
exercise  its  sole  discretion  as to appropriate disciplinary action. Further,
World  Kitchen's  Code  of  Business  Conduct  is  not  a  partner  contract and
compliance  with  it  does  not  create  a  contract  for  continued employment.


                        Under appropriate circumstances,
                            the company will assist
                          partners who are subject to
                            investigation and trials
                            to the extent possible.





                                                                              22
<PAGE>
Perforate
(line  does  not  print)

                               WORLD KITCHEN, INC.
                            CODE OF BUSINESS CONDUCT
                                   CERTIFICATE


I  certify  that I have read and thoroughly understand the requirements of these
World Kitchen policies set forth in the Code of Business Conduct. To the best of
my  knowledge  and belief, neither I, nor any member of my family, nor any World
Kitchen  partner  with whom I am associated, is engaged in any activity which is
in  violation  of the elements of this Code. I certify that if I become aware of
any activity which might be considered a violation of the elements of this Code,
I  will  contact  my  Human  Resources  representative  or  the Legal Department
Accordingly.

                Signature
                ----------------------------------------------------

                Print Name
                ----------------------------------------------------

                Department or Business Unit
                ----------------------------------------------------

                Date
                ----------------------------------------------------


                Once  you  have  reviewed  the  Code  of  Business
                Conduct  Principles, please complete this form and
                return  it  to  your  local  Human  Resources
                representative.

                                     WORLD
                                    KITCHEN


<PAGE>