Mr. Kazarian said he was "disappointed that the full Borden board declined to meet to discuss our proposal and financing, or to establish a level playing field."

Many big shareholders, angered by the deal's provisions, questioned the actions of the Borden board.

After meeting for five hours late into the night Thursday, the Borden board signed off on the agreement, subject to final approval by its lawyers on the language of the accord.

If a higher bidder comes along and is accepted by the Borden board, Kohlberg, Kravis will get a $50 million fee, including the $20 million it has already received.

In what some traders viewed as a bit of one-upmanship by the Borden board and its advisers, the company requested a meeting with Mr. Kazarian this Sunday.

Japonica contends that the section, a so-called nonshop agreement, prohibits the Borden board from working with Mr. Kazarian's firm to develop a friendly competing offer.

The Borden board met yesterday afternoon to review the provisions of a definitive agreement that would send the Kohlberg, Kravis deal to shareholders for a vote.

Mr. Kazarian said he hoped the Borden board would review his proposal, which it rejected on Monday.

Perhaps he is trying to throw up enough dust to scare the Borden board away from reaching a definitive agreement with Kohlberg, Kravis by today's deadline.

A year ago the Borden board had engaged Lazard Freres, to work on its latest restructuring.