Exhibit 10.23


April 25, 2001                              Revised April 25, 2001

Mr. James A. Sharman
500 Moffett Road
Lake Bluff, IL  60044

Dear James:

It is my pleasure to formally offer you the position of Senior Vice President
Program Management Office reporting to me.  This position is located in the
Elmira, NY Headquarters office.

Below, I have outlined the major terms and conditions of this offer for your new
position based on a start date as of April 9, 2001.

SALARY AND BONUSES
------------------

Your base salary will be $290,000 per year payable by World Kitchen on a
semi-monthly basis.   In addition, you are eligible for an annual perquisite
allowance of $35,000, which will become $25,000 after one year.  It can be
applied to personal use of the company plane per World Kitchen, Inc. practice.

You will also be eligible for a target incentive award of 60% of your annual
base salary in addition to your base salary for the 2001 plan year.  Measures
for payout in the plan are based on the Company achieving set financial goals
(EBITDA and cash flow for plan year 2001) as well as your individual achievement
of mutually established objectives.  The World Kitchen financial matrix of
EBITDA and cash flow represents 75% of your target award and your individual
performance objectives are weighted as 25% of your target incentive award.

EQUITY OWNERSHIP  - STOCK OPTIONS
---------------------------------

You are eligible to participate in the equity ownership program of World
Kitchen.  The equity offering for you will be $300,000 at $2.00 per share.  Bank
financing will be available to you through Fifth-Third Bank in the form of a
$100,000 loan.  This loan agreement includes interest payments to be paid by you
on a quarterly basis at an interest rate of .25 over prime each quarter.  You
will also receive 525,000 options with a strike price of $3.50 per share.  More
details will be provided to you.

PENSION PLAN
------------

You are eligible to participate in the company pension plan.

JOB ELIMINATION OR SIGNIFICANT ASSIGNMENT CHANGES
-------------------------------------------------

You will receive 12 months of severance, which only includes medical, dental,
and life insurance benefits (assuming you continue your premium contributions)
if your job and employment are eliminated for any reason, other than
performance.  You would also receive outplacement assistance.

If a significant change occurs in the job's current reporting relationship, or a
significant job content change, or a change in the planned office location you
would be able to exercise the 12 months severance within 12 months of the
significant change.  You agree to give at least 30 days notices in order to
trigger this provision.

RELOCATION
----------

As part of this offer, and if you are moving more than 50 miles, World Kitchen
will extend to you a relocation package.  Highlights of this program include
provisions that deal with the moving of your family and household goods and an
incidental moving allowance in the amount of $20,000 less applicable
deductions/taxes.

As part of your relocation, we will extend to you three (3) months of temporary
living reimbursement, which will be arranged upon your acceptance of this offer.

Please complete the form on the last page of the included relocation policy
overview and return to Kristi Ryan, Manager, Recruiting at:  P.O. Box 617963;
Chicago, IL 60661-7963 to initiate your relocation assistance.  Once completed
and returned, you may call Linda Wood at Re/Max Relocation International at
(800) 442-3501 for more information.


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J. Sharman
Revised 4/25/01


INVESTMENT PLAN
---------------

World Kitchen benefits include a Savings 401(k) Plan that enables you to invest
a portion of your eligible compensation in a combination of pre and post tax
contributions, subject to limitations imposed by the IRS.  Should you currently
have balances in a tax qualified 401(k) plan with your employer, it may be
possible to rollover such balances into the Savings Plan by contacting The
Benefits Connection, our Benefits information service, once you have started
your employment with World Kitchen.

OTHER BENEFITS
--------------

World Kitchen has a comprehensive benefits program including health and dental
coverage, short and long-term disability and life insurance protections.  These
benefits and others are more fully described in the enclosed benefits summary.

VACATION & HOLIDAYS
-------------------

The Elmira, New York office will observe 12 holidays in 2001.  In addition, you
will be eligible for a minimum of 3 weeks of vacation.

OTHER
-----

This offer of employment is contingent upon completion of a satisfactory
background check, your passing a pre-employment screening, at World Kitchen's
expense, which includes a test for drugs, and providing visible proof of
identity as a United States Citizen or the right of lawful employment in the
United States.  We ask that you complete and sign the enclosed release and
authorization forms.  Insert all four pages into the enclosed envelope, print
your name on the front of the envelope, seal and mail as soon as possible.

After reviewing the contents of this letter, please indicate your agreement by
signing both copies of the letter and returning one copy to my attention.
Please contact me if you have any questions.

Jim, I am excited about your joining World Kitchen and I believe you will make a
tremendous contribution to the continued growth and success of our new company.

I look forward to working with you.

Very truly yours,



Steven G. Lamb
President and CEO

ACCEPTED BY:

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Applicant Name                              Date


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