Exhibit 14a

               WKI Holding Company, Inc. Addendum to World Kitchen
                            Code of Business Conduct
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General:
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-    The guidelines for conducting the business of WKI Holding Company, Inc.
     ("World Kitchen") contained in this Addendum, are in addition to, and not
     in replacement of any guideline, prohibition, restriction or other
     provision of the World Kitchen Code of Business Conduct (the "Business
     Conduct Code"). The World Kitchen Code of Business Conduct, as supplemented
     by this Addendum, referred to as the "Code of Ethics," for purposes hereof,
     is intended to qualify as a "code of ethics" within the meaning of Section
     406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

-    This Addendum applies to all of the members of the Board of Directors of
     World Kitchen (the "Board of Directors") and World Kitchen's principal
     executive officer, principal financial officer, principal accounting
     officer and persons performing similar functions (collectively, the "Senior
     Officers") and other officers of World Kitchen (together with the Board of
     Directors and the Senior Officers, the "Addendum Partners").

Waivers of the Addendum:
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-    Waivers of the Code of Ethics will be granted on a case-by-case basis and
     only in extraordinary circumstances. Waivers of the Code of Ethics may be
     made by disinterested members of the Board of Directors or the appropriate
     committee of the Board of Directors and will be promptly disclosed to the
     public (if required by law or regulation) with respect to requests for
     waivers from any member of the Board of Directors or the Senior Officers.
     Waivers of the Code of Ethics requested by Addendum Partners other than
     members of the Board of Directors or the Senior Officers shall be made only
     by the Chief Financial Officer or the Chief Executive Officer, with advice
     from the General Counsel.

Accuracy of Financial Reports and Other Public Communications:
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-    We are required to report our financial results and a great deal of
     financial and other information about our business to the public and the
     Securities and Exchange Commission and are subject to various securities
     laws, regulations and reporting obligations. Both Federal law and our
     policies require prompt disclosure of accurate and complete information
     regarding our business, financial condition and results of operations.
     Inaccurate, incomplete or untimely reporting will not be tolerated and can
     severely damage World Kitchen and cause legal liability.


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-    Addendum Partners should be on guard for, and promptly report, evidence of
     improper financial reporting. Examples of suspicious activities that should
     be reported include:

               -    Financial results that seem inconsistent with the
                    performance of underlying business transactions;

               -    Inaccurate company records, such as overstated expense
                    reports, or erroneous time sheets or invoices;

               -    Transactions that do not seem to have a good business
                    purpose; and

               -    Requests to circumvent ordinary review and approval
                    procedures.

-    World Kitchen's senior financial officers and other employees working in
     the accounting department have a special responsibility to ensure that all
     of our financial disclosures are full, fair, accurate, timely and
     understandable. These employees must understand and strictly comply with
     generally accepted accounting principles and all standards, laws and
     regulations for accounting and financial reporting of transactions,
     estimates and forecasts.

Corporate Opportunities:
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-    Addendum Partners have an obligation to put the interests of World Kitchen
     ahead of personal interests and to advance World Kitchen's interests when
     the opportunity to do so arises. If an Addendum Partner discovers or is
     presented with a business opportunity that is in World Kitchen's line of
     business, the Addendum Partner should first present the business
     opportunity to World Kitchen before pursuing the opportunity in an
     individual capacity. No Addendum Partner may use corporate property,
     information or his or her position with World Kitchen for personal gain.
     Please see "Conflicts of Interests" in the Business Conduct Code.

-    Each Addendum Partner should fully disclose to the Chief Financial Officer
     or the Chief Executive Officer or his or her direct supervisor the terms
     and conditions of each business opportunity covered by the Addendum that he
     or she wishes to pursue. The Addendum Partner's supervisor or other contact
     will contact the Legal Department and the appropriate management personnel
     to determine whether World Kitchen wishes to pursue the business
     opportunity. If World Kitchen waives its right to pursue the business
     opportunity and, in the case of directors, executive officers, the Chief
     Financial Officer, or the General Counsel, the Board of Directors (or
     appropriate committee) concurs, the Addendum Partner may pursue the
     business opportunity on the same terms and conditions as originally
     proposed and consistent with the other ethical guidelines set forth in the
     Code. Business opportunities available to directors, executive officers and
     other principal officers may only be waived by our Board of Directors or
     the appropriate committee of our Board of Directors and will be promptly
     disclosed to the public.


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Compliance With Laws and Regulations:
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-    Obeying the law, both in letter and spirit, is the foundation on which
     World Kitchen's ethical standards are built. Each Addendum Partner has an
     obligation to comply with federal laws and the laws of the cities, states
     and countries in which World Kitchen operates. World Kitchen will not
     tolerate any activity that violates laws, rules or regulations applicable
     to World Kitchen. This includes, without limitation, laws covering bribery
     and kickbacks, copyrights, trademarks and trade secrets, information
     privacy, insider trading, illegal political contributions, antitrust
     prohibitions, foreign corrupt practices, offering or receiving gratuities,
     environmental hazards, employment discrimination or harassment,
     occupational health and safety, false or misleading financial information
     or misuse of corporate assets. Each Addendum Partner is expected to
     understand and comply with all laws, rules and regulations that apply to
     his or her job position. If any doubt exists about whether a course of
     action is lawful, immediately seek advice from a supervisor and the Legal
     Department. Directors should seek the advice of the General Counsel. Please
     see the other provisions in the Addendum for guidance on compliance with
     specific laws and regulations.

Conflicts of Interest:
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-    A conflict of interest occurs when an Addendum Partner's private interest
     interferes, or appears to interfere, in any way with the interests of World
     Kitchen as a whole. Addendum Partners should actively avoid any private
     interest that may influence the ability to act in the interests of World
     Kitchen or that makes it difficult to perform work objectively and
     efficiently. It is difficult to list all of the ways in which a conflict of
     interest may arise. However, the following situations are examples of
     conflict of interest:

               -    Outside Employment. No Addendum Partner may be employed by,
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                    serve as a director of, or provide any services to a company
                    that is a material customer, supplier or competitor of World
                    Kitchen. Please see "Outside Employment and Activities" in
                    the Business Conduct Code.

               -    Improper Personal Benefits. No Addendum Partner may obtain
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                    improper personal benefits or favors because of his or her
                    position with World Kitchen. Please see "Gifts, Gratuities
                    and Payments" in the Business Conduct Code.

               -    Financial Interests. No Addendum Partner may have a
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                    substantial interest (ownership or otherwise) in any company
                    that is a material customer, supplier or competitor of World
                    Kitchen. A "substantial interest" means (i) ownership of
                    greater than 1% of the equity of a material customer,
                    supplier or competitor or (ii) an investment in a material
                    customer, supplier or competitor that represents more than
                    5% of the total assets of the Addendum Partner. Please see
                    "Conflicts of Interest" in the Business Conduct Code.


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               -    Loans or Other Financial Transactions. No Addendum Partner
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                    may obtain loans or guarantees of personal obligations from,
                    or enter into any other personal financial transaction with,
                    any company that is a material customer, supplier or
                    competitor of World Kitchen. This guideline does not
                    prohibit arms-length transactions with recognized banks or
                    other financial institutions.

               -    Service on Boards and Committees. No Addendum Partner should
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                    serve on a board of directors or trustees or on a committee
                    of any entity (whether profit or not-for-profit) whose
                    interests reasonably could be expected to conflict with
                    those of World Kitchen. Addendum Partners must obtain prior
                    approval from the Legal Department before accepting any such
                    board or committee position. World Kitchen may revisit its
                    approval of any such position at any time to determine
                    whether service in such position is still appropriate.
                    Please see "Outside Employment and Activities" in the
                    Business Conduct Code.


-    For purposes of the Code, a company is a "material" customer if the company
     has made payments to World Kitchen in the past year in excess of 5% of
     World Kitchen's gross revenues. A company is a "material" supplier if the
     company has received payment from World Kitchen in the past year in excess
     of $200,000 or 5% of the supplier's gross revenues, whichever is greater. A
     company is a "material" competitor if the company competes in World
     Kitchen's line of business and has annual gross revenues from such line of
     business in excess of $1,000,000 (one million dollars). If uncertain
     whether a particular company is a material customer, supplier or
     competitor, please contact the Legal Department for assistance.


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