Exhibit 10.25


                                    SUBLEASE

             THIS SUBLEASE made the 21st day of June, 2001 between:

                        Rolls-Royce North America, Inc.
                                ("Sub Landlord")

                                      And

                    WKI Holding Company, Inc. ("Sub-Tenant")

WHEREAS:

1.   By  a  lease  made  the  13th day of September, 1989, (the "Head Lease") as
     amended  by  the  Letter  Agreement  dated September 20, 1989, by the First
     Amendment  dated December 15, 1989 and the Side Letter No. 1. dated January
     30,  1990,  and  the  Second  Amendment  dated  April 5, 1998 and the Third
     Amendment  dated  October  13,  1998,  EOP-Reston  Town  Center, L.L.C (the
     "Landlord")  leased  to  the  Sub-Landlord the premises being 22,661 square
     feet  of  net  rentable area (the "Premises") being on the 6th floor in the
     building  known  as  One  Fountain  Square,  11911  Freedom  Drive, Reston,
     Virginia  20190  for  a term ending on the 30th day of September, 2009, the
     Head Lease Agreement and amendments being attached to and incorporated into
     this  sublease  as  Exhibit  "A";  and

2.   The  Sub-Tenant  has  requested  the  Sub-Landlord  to  sublease  to it the
     Premises,  and  the  Sub-Landlord  has  agreed  to  grant  a  sublease (the
     "Sublease")  on  terms  set  out  in  this  agreement.

     IN  CONSIDERATION  of  the  rents reserved and the covenants and agreements
     herein,  the  Sub-Landlord  subleases to the Sub-Tenant the Premises on the
     terms  set  out  hereinafter.

1.   TERM  AND  RENT

     The  term  of this Sublease shall be for 8 years and 2 months (the "Term").
     The Term commences on the 1st day of August, 2001 (the "Commencement Date")
     and  is completed on the 30th day of September, 2009. Sub-Tenant shall have
     access  to  the  space  upon  payment  of  the  security  deposit  and upon
     Landlord's  approval  of  the  Sublease.

     Based  an  the  sub-leased  premises containing approximately 22,661 square
     feet  of  Rentable  Area,  the Sub-Tenant shall pay to the Sub-Landlord the
     following  minimum  rent (the "Basic Rent") payable in advance on the first
     day  of each and every month during the Term, except that rent shall not be
     charged for the first month of the Term and thereafter that amount of Basic
     Rent  due  each  month  shall  be  as  calculated  in  accordance  with the
     following:

     Year  1       $32.50  full  service  per  square  foot  per  annum,  in
                   equal  monthly installments  of  $61,373.54.

     On  each  lease  anniversary, rent shall increase by 4.0% over the previous
     year's  Annual Base Rent in lieu of any and all escalation factors included
     in  the  Head  Lease.

2.   BUSINESS  TAXES

     The  Sub-Tenant shall pay all taxes required to be paid by the Tenant under
     the  Head  Lease  excepting only those taxes arising in connection with the
     annual  increases  in  operating  charges (as defined in Section 5.2 of the
     Head  Lease)  which  shall  be  the  responsibility  of  Sub-Landlord.


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Sublease  Agreement
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June  20, 2001
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3.   USE  OF  PREMISES

     The  Sub-Tenant will use the Premises for no other purpose than for general
     office  space  but subject to all conditions pertaining to Permitted Use in
     the  Head  Lease.

4.   SERVICES

     Excluding  services  charged  to the Sub-Landlord as operating expenses and
     real  estate  taxes,  the Sub-Tenant agrees to pay the cost of all services
     used  or  consumed  in  or  provided  to  the  Promises,  including without
     limitation telephone and other services not available through the Landlord,
     directly  to  the  party  supplying  such services. Sub-Tenant shall not be
     required  to  pay for any of the services that the Landlord is obligated to
     provide  under section 14 of the Head Lease unless Sub-Tenant's use of such
     services  is  excessive  as  defined  under  section  14 of the Head Lease.

5.   SPECIAL  CONDITIONS

     a)   The Sub-Tenant accepts the Premises on an as is basis. Sub-Landlord is
          not  aware  of  problems  with the Premises except for cosmetic issues
          with  the  carpet,  paint  and  finishes.

     b)   When  the  Sub-Tenant  vacates  the  Premises, the Sub-Tenant  will be
          responsible for leaving the Premises in an equal to current condition,
          reasonable  wear  and  tear  accepted.

     c)   Sub-Tenant  shall  obtain  Sub-Landlord's approval prior to performing
          any  alterations  to the demised premises under the same conditions as
          defined  in  the  Head  Lease.

6.   PARKING

     Sub-Tenant,  at  its  sole  expense, shall have the right to Sub-Landlord's
     reserved  and  unreserved parking allocation (including those identified in
     the  Head  Lease as available for Tenant's exclusive use) in the Building's
     parking  garage.

7.   SIGNAGE

     Sub-Tenant  shall  have  the right to use Sub-Landlord's sign allocation in
     the  Building  directory.

8.   BUILDING  SERVICES

     Sub-Tenant  shall  have  twenty-four  (24)  hour  a day, 365 days per year,
     access  to  the  premises.

9.   THE  SUB-TENANT  AGREES:

     a)   Assigning  and  Subletting

     Not  to  assign  this  Sublease  nor  the  Premises  nor  any  part thereof
     (including  an  assignment  by  operation  of law), nor sublet, encumber or
     otherwise  transfer  in  any way whatsoever, this Sublease or the Premises,
     nor  part with or share possession of the Premises or any part of them with
     any  person,  unless  the  Sub-Landlord's and Landlord's written consent is
     first  obtained  in  accordance  with  the  provisions  of  the Head Lease;
     provided,  however,  notwithstanding such consent, the Sub-Tenant shall not
     be  released  from  performing  any of the terms, covenants, and conditions
     contained  in  this  Sublease.


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Sublease  Agreement
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June  20, 2001
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     b)  Entry  by  Sub-Landlord

     To permit the Sub-Landlord or, its servants or agents to enter the Premises
     upon 48 hours notice, except in an emergency, for the purpose of inspecting
     the  Premises  and of doing any work or undertaking any matter necessary to
     render full and complete compliance with all the Tenant's obligations under
     the  Head  Lease  including,  but  not  limited to, making repairs, and the
     Sub-Tenant  is not entitled to compensation for any inconvenience, nuisance
     or  discomfort  occasioned  thereby.  Landlord's  access rights shall be as
     defined  in  the  section  23.10  of  the  Head  Lease.

     c)  Indemnity

     Each  party  agrees to indemnify, defend and hold harmless the other party,
     their  respective  directors,  officers,  employees  and  agents,  from and
     against  any  and  all  liabilities, losses, claims, suits, demands, fines,
     expenses,  costs,  causes  of  action,  penalties  or  damages  of any kind
     whatsoever (including attorneys' fees and court costs) including all claims
     for  personal  injury  or  property  damage,  arising  out of or in any way
     connected  with  the  possession,  lease  or  use of the Premises and their
     negligent  act  or  omission  or  the  negligent  act  of omission of their
     assignee,  sub-tenant,  agent,  contractor,  servant,  employee, invitee or
     licensee.

10.  SUB-LANDLORD  COVENANTS

     The  Sub-Landlord  covenants  with  the  Sub-Tenant  as  follows:

     a)  Quiet  Enjoyment

     That  provided  the  Sub-Tenant  pays  the rent and any other monies hereby
     reserved  when  due  and  performs  the Sub-Tenant's obligations herein, it
     shall  peaceably  hold the Premises during the Term of the Sublease without
     interruption  by the Sub-Landlord or any person rightfully claiming through
     or  in  trust  for  it.

11.  APPLICATION  OF  HEAD  LEASE

     In  consideration  of  the  Landlord's  consent  to the Sublease Agreement,
     Sub-Tenant  hereby  acknowledges  and  agrees that it assumes and agrees to
     observe, comply with and perform all terms, conditions and covenants in the
     Head  Lease  (except  where they are in conflict with this Sublease) and to
     perform  all  obligations  of any kind whatsoever, as and when the same are
     due to be performed by Sub-landlord pursuant to the terms of the Head Lease
     and  to  be  subject  to all of the Landlord's rights thereunder, as though
     Sub-Tenant was named Sub-Landlord thereunder, during the entire Term of the
     Sublease  Agreement  and  all  extensions  or  renewals thereof. Sub-Tenant
     hereby  further  expressly  acknowledges  and  agrees  to be subject to the
     prohibition  against assigning, mortgaging or encumbering or permitting the
     occupation  or  use of all or part of the leased premises by others without
     the prior written consent of Landlord, upon the terms and conditions as are
     set  forth  in  the  Lease.


12.  SECURITY  DEPOSITS

     The  Sub-Tenant  shall  pay to the Sub-Landlord the sum of $100,000.00 as a
     Security  Deposit  upon  Sublease  execution. The Security Deposit shall be
     held  in  an  interest  bearing  account.  Such  interest is payable to the
     Sub-Tenant  quarterly. In the event that the Sub-Tenant violates any of the
     financial  covenants contained in its Amended and Restated Credit Agreement
     dated  as  of April 12, 2001. Sub-Tenant shall promptly notify Sub-Landlord
     in  writing  of  this  event and pay to Sub-Landlord an additional $100,000
     within  five  (5)  business days of such notice to Sub-Landlord to increase
     the  total  amount  held  as  a  Security  Deposit


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Sublease  Agreement
WorldKitchens.com
June  20, 2001
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      to  $200,000.  Sub-landlord  shall  have  the right to review Sub-Tenant's
      financials  on  a  quarterly basis for the first two years of the Sublease
      term. Sub-Land shall have the right to review Sub-Tenants financials every
      six  months  during  years three and four and annually thereafter for each
      remaining  year  of  the  Sublease  term.

13.  Events  of  Default  and  Remedies

     The  Sub-Tenant  shall adhere to and be bound by the Default provisions and
     the  Sub-Landlord  shall  have the Default remedies as outlined in the Head
     Lease.

14.  BROKERS

     Sub -Landlord and Sub-Tenant hereby represent and warrant to the other that
     neither  of them has employed of dealt with any broker other than Julien J.
     Studley,  Inc.  and  Jones,  Lang,  LaSalle,  Inc.  In connection with this
     Sublease  for  the  subleased  Premises.  Any and all commissions owed as a
     result  of  this  Sublease  shall  be  paid  by  the  Sub-Landlord  or  by
     Sub-Landlord's  agent.

15.  NOTICE

     All  notices,  demands, requests or other instruments ("Notices") which may
     be  or are requiring to be given under the Sublease shall be in writing and
     shall  be  delivered  in  person  or  sent  by  prepaid registered mail and
     addressed:

     If to the Sub-Landlord, at:

          Rolls-Royce  North  America,  Inc.
          14840  Conference  Center  Drive
          Chantilly,  VA  20151
          ATTN:  Ken  Patterson

     If to the Sub-Tenant, at,

          WKI  Holding  Company,  Inc.
          Attention:  General  Counsel
          One  Fountain  Square
          11911  Freedom  Drive
          Reston,  Virginia  20190


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Sublease  Agreement
WorldKitchens.com
June  20, 2001
Page 5 of 5


IN WITNESS WHEREOF, the undersigned have executed this Agreement on this 31st
                                                                         ----
day of July 2001.
       ----


                         LANDLORD:

                         EOP-Reston  Town  Center,  L.L.C.

                         By Signature /s/ Gregory B. Meyer
                                     -------------------------
                                        Gregory B. Meyer

                         Title          Vice President
                              --------------------------------

                         SUB-LANDLORD:

                         Rolls-Royce North America, Inc.

                         By Signature /s/
                                     -------------------------

                         Title  Corporate Financial Controller
                              --------------------------------

                         SUB-TENANT:

                         WKI Holding Company. Inc.

                         By Signature /s/ Raymond J. Kulia
                                     -------------------------
                                      Raymond J. Kulia

                         Title        Vice-President
                              --------------------------------


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