<PAGE>



                                                                     EXHIBIT 4.5

                                WARRANT AGREEMENT

                                 by and between

                                    APW LTD.

                                       and

                     AMERICAN STOCK TRANSFER & TRUST COMPANY

                                as Warrant Agent

                                 60,606 Warrants


                            Dated as of July 31, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                            <C>
Article 1        DEFINITIONS....................................................................................2
Article 2        ISSUANCE OF WARRANTS...........................................................................4
        2.1   Initial Issuance..................................................................................4
        2.2   Initial Share Amount..............................................................................4
        2.3   Form of Warrant Certificates......................................................................4
        2.4   Execution of Warrant Certificates.................................................................4
        2.5   Countersignature of Warrant Certificates..........................................................5
Article 3        EXERCISE PERIOD................................................................................5
Article 4        EXERCISE OF WARRANTS...........................................................................5
        4.1   The Exercise Price................................................................................5
        4.2   Manner of Exercise................................................................................5
        4.3   When Exercise Effective...........................................................................6
        4.4   Delivery of Certificates, Etc.....................................................................6
        4.5   Fractional Shares.................................................................................7
Article 5        ADJUSTMENT OF THE AMOUNT OF WARRANT SHARES
                 ISSUABLE AND THE EXERCISE PRICE UPON EXERCISE..................................................7
        5.1   Adjustment of Exercise Price and Number of Warrant Shares.........................................7
        5.5   No De Minimis Adjustments; Calculation to Nearest Cent and One-hundredth of Share.................8
        5.6   Notice of Adjustment; Warrant Agent's Disclaimer..................................................8
        5.7   Other Notices.....................................................................................9
        5.8   No Change in Warrant Terms on Adjustment..........................................................9
Article 6        SALE OF THE COMPANY............................................................................9
Article 7        NOTIFICATION OF CERTAIN EVENTS................................................................10
        7.1   Corporate Action.................................................................................10
        7.2   Available Information............................................................................11
Article 8        COVENANTS.....................................................................................11
Article 9        RESERVATION OF STOCK..........................................................................11
Article 10       LOSS OR MUTILATION............................................................................11
Article 11       WARRANT REGISTRATION..........................................................................12
</TABLE>

                                       i

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                            <C>
        11.1  Registration.....................................................................................12
        11.2  Transfer or Exchange.............................................................................12
        11.3  Valid and Enforceable............................................................................12
        11.4  Endorsement......................................................................................12
        11.5  No Service Charge................................................................................13
        11.6  Treatment of Holders of Warrant Certificates.....................................................13
        11.7  Cancellation.....................................................................................13
Article 12       WARRANT AGENT.................................................................................13
        12.1  Appointment......................................................................................13
        12.2  Obligations Binding..............................................................................13
        12.3  No Liability.....................................................................................13
        12.4  Instructions.....................................................................................14
        12.5  Agents...........................................................................................14
        12.6  Cooperation......................................................................................14
        12.7  Agent Only.......................................................................................14
        12.8  Right to Counsel.................................................................................14
        12.9  Compensation.....................................................................................15
        12.10 Accounting.......................................................................................15
        12.11 No Conflict......................................................................................15
        12.12 Resignation; Termination.........................................................................15
        12.13 Change of Warrant Agent..........................................................................16
        12.14 Successor Warrant Agent..........................................................................16
Article 13       REMEDIES, ETC.................................................................................17
Article 14       MISCELLANEOUS.................................................................................17
        14.1  Notices..........................................................................................17
        14.2  Governing Law and Consent to Forum...............................................................18
        14.3  Benefits of this Agreement.......................................................................18
        14.4  Agreement of Holders of Warrant Certificates.....................................................18
        14.5  Counterparts.....................................................................................18
        14.6  Amendments.......................................................................................18
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                             PAGE
    <S>                                                                                                        <C>
    14.7      Consent to Jurisdiction....................................................................... ..18
    14.8      Headings.........................................................................................19
    14.9      Severability.....................................................................................19
</TABLE>

EXHIBITS

Exhibit A: Form of Warrant Certificate

                                      iii

<PAGE>

                                WARRANT AGREEMENT

        THIS WARRANT AGREEMENT is made and entered into as of July 31, 2002 by
and between APW Ltd. a Bermuda company (the "Company"), and American Stock
Transfer & Trust Company, as Warrant Agent (the "Warrant Agent").

                                   WITNESSETH:

        WHEREAS, on May 16, 2002 (the "Commencement Date"), each of BQX Ltd., a
Bermuda company (of which the Company is the successor in interest) ("OldCo")
and its wholly owned indirect subsidiary, Vero Electronics, Inc. (the "Debtors")
filed with the United States Bankruptcy Court for the Southern District of New
York (the "Bankruptcy Court") a voluntary petition for relief under chapter 11
of title 11, United States Code (the "Bankruptcy Code"); and

        WHEREAS, on May 30, 2002, a proceeding (the "Bermuda Proceeding") was
commenced pursuant to the Companies Act 1981 with respect to OldCo in the
Bermuda Supreme Court in connection with a winding-up petition; and

        WHEREAS, on May 30, 2002, the Bermuda court appointed Malcolm L.
Butterfield of KPMG Bermuda and Philip W. Wallace of KPMG, London, England as
joint provisional liquidators of Assignor (or, as referred to herein, the
"JPLs"); and

        WHEREAS, on June 19, 2002, the Debtors filed with the Bankruptcy Court
the Amended and Restated Plan of Reorganization of the Debtors dated as of June
19, 2002 (the "Plan"); and

        WHEREAS, in connection with the Plan, the Company is issuing warrants
which are exercisable to purchase up to 60,606 Common Shares (as defined
herein), subject to adjustment as provided herein (the "Warrants"), to the
holders of Subclass 8A Equity Interests in OldCo in partial exchange for such
Equity Interests and in accordance with the Plan;

        WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company and the Warrant Agent is willing to act, in connection with the
issuance, transfer, exchange, replacement and exercise of the Warrant
Certificates (as defined herein) and other matters as provided herein; and

        WHEREAS, the Company desires to enter into this Agreement to set forth
the terms and conditions of the Warrants and the rights of the holders thereof;

        NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual agreements set forth herein, the Company and the Warrant Agent hereby
agree as follows:

<PAGE>

                                    ARTICLE 1

                                  DEFINITIONS

        As used herein, the following terms have the following respective
meanings:

        "Agreement" means this Warrant Agreement, as the same may be amended or
modified from time to time hereafter.

        "Bankruptcy Court" has the meaning set forth in the preamble.

        "Business Day" means any day other than a Saturday or a Sunday or a day
on which commercial banking institutions in New York City, New York are
authorized or required by law to be closed; provided, that, in determining the
period within which certificates or Warrants are to be issued and delivered at a
time when Warrant Shares are listed or admitted to trading on any national
securities exchange or in the over-the-counter market and in determining the
Market Price of any securities listed or admitted to trading on any national
securities exchange or in the over-the-counter market, "Business Day" shall mean
any day when the principal exchange on which such securities are then listed or
admitted to trading is open for trading or, if such securities are traded in the
over-the-counter market in the United States, such market is open for trading;
and provided, further, that any reference in this Agreement to "days" (unless
Business Days are specified) shall mean calendar days.

        "Commission" means the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act of 1933, as amended,
or the Exchange Act, whichever is the relevant statute for the particular
purpose.

        "Common Shares" means, collectively, the Company's common shares, par
value $.02 per share, and any shares of any class of the Company hereafter
authorized which is not limited to a fixed sum or percentage of par or stated
value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of the Company.

        "Company" has the meaning specified in the preamble hereof.

        "Exchange Act" means the Securities Exchange Act of 1934, or any
successor Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be amended and in effect at the time. Any
reference herein to a particular section of the Securities Exchange Act of 1934
shall include a reference to the comparable section, if any, of any such
successor Federal statute.

        "Exercise Date" means, for a given Warrant, the day on which such
Warrant is exercised pursuant to Article 4 of this Agreement.

                                        2

<PAGE>

        "Exercise Period" means the period commencing on August 1, 2002 and
ending at 5:00 P.M., New York time, on July 31, 2009, unless terminated earlier
pursuant to Article 6.

        "Exercise Price" has the meaning specified in Section 4.1 hereof.

        "Independent Third Party" means any Person who, immediately prior to the
contemplated transaction, does not own in excess of 5% of the Company's Common
Shares (a "5% Owner"), who is not controlling, controlled by or under common
control with any such 5% Owner and who is not the spouse or descendent (by birth
or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner
and/or such other Persons.

        "Market Price" means as to any security as of any particular date the
average of the closing prices of such security's sales on all domestic
securities exchanges on which such security may at the time be listed, or, if
there have been no sales on any such exchange on any day, the average of the
highest bid and lowest asked prices on all such exchanges at the end of such
day, or, if on any day such security is not so listed, the average of the
representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M.,
New York time, on such day, or, if on any day such security is not quoted in the
NASDAQ System, the average of the highest bid and lowest asked prices on such
day in the domestic over-the-counter market as reported by the National
Quotation Bureau, Incorporated, or any similar successor organization, in each
such case averaged over a period of 21 days consisting of the day as of which
"Market Price" is being determined and the 20 consecutive business days prior to
such day; provided that if such security is listed on any domestic securities
exchange the term "business days" as used in this sentence means business days
on which such exchange is open for trading. If at any time such security is not
listed on any domestic securities exchange or quoted in the NASDAQ System or the
domestic over-the-counter market, the "Market Price" shall be the fair value
thereof determined in good faith by the board of directors of the Company. The
determination of the board of directors of the Company shall be final and
binding on the holders of the Warrants.

        "Original Issue Date" means the Effective Date (as defined in the Plan).

        "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

        "Plan" has the meaning specified in the recitals hereto.

        "Sale of the Company" means the sale of the Company to an Independent
Third Party or group of Independent Third Parties pursuant to a sale of all or
substantially all of the Company's assets determined on a consolidated basis, an
amalgamation, a scheme of arrangement, a merger or a sale of all or
substantially all of the Company's shares.

                                        3

<PAGE>

        "Warrant Agent" has the meaning specified in the preamble hereof.

        "Warrant Certificates" has the meaning specified in Section 2.3 hereof.

        "Warrants" has the meaning set forth in the recitals hereto.

        "Warrant Shares" means shares of the Common Shares; provided that if
there is a change such that the securities issuable upon exercise of the
Warrants are issued by an entity other than the Company or there is a change in
the type or class of securities so issuable, then the term "Warrant Shares"
shall mean one share of the security issuable upon exercise of the Warrants if
such security is issuable in shares, or shall mean the smallest unit in which
such security is issuable if such security is not issuable in shares.

                                    ARTICLE 2

                              ISSUANCE OF WARRANTS

        2.1     Initial Issuance. On the Original Issue Date, the Company shall,
pursuant to the Plan, deliver to the Company's disbursing agent under the Plan,
for re-distribution, a global certificate for an aggregate of 60,606 Warrants.

        2.2     Initial Share Amount. The number of Common Shares purchasable
upon exercise of the Warrants shall be one (1) Common Share to one (1) Warrant,
subject to adjustments from and after the Original Issue Date as provided in
Article 5 of this Agreement.

        2.3     Form of Warrant Certificates. The Warrants shall be evidenced by
certificates substantially in the form attached hereto as Exhibit A (the
"Warrant Certificates") or may, if the Company so directs, be issued in
book-entry form. Each Warrant Certificate shall be dated as of the Original
Issue Date or, in the event of a division, exchange, substitution or transfer of
any of the Warrants, on the date of such event. The Warrant Certificate may have
such further legends and endorsements stamped, printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of the Plan or this Agreement, or as may be required to comply with
any law or with any rule or regulation pursuant thereto or with any rule or
regulation of any securities exchange, market or trading facility on which the
Warrants may be listed or admitted for trading.

        2.4     Execution of Warrant Certificates. Warrant Certificates shall be
executed on behalf of the Company by its Chairman of the Board, Chief Executive
Officer, President, any Senior Vice President, any Vice President, Treasurer or
Secretary, either manually or by facsimile signature printed thereon. In case
any such officer of the Company whose signature shall have been placed upon any
Warrant Certificate shall cease to be such officer of the Company before
countersignature by the Warrant Agent or issuance and delivery thereof, such
Warrant Certificate nevertheless may be countersigned by the Warrant Agent and
issued and delivered with the same force and effect as though such person had
not ceased to be such officer of the Company.

                                        4

<PAGE>

        The term "holder" or "holder of a Warrant Certificate" as used herein
shall mean any Person in whose name at the time any Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for such
purpose.

        2.5     Countersignature of Warrant Certificates. Warrant Certificates
shall be manually countersigned by an authorized signatory of the Warrant Agent
and shall not be valid for any purpose unless so countersigned. Such manual
countersignature shall constitute conclusive evidence of such authorization. No
Warrant Certificate shall be valid for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. The Warrant Agent is
hereby authorized to countersign, in accordance with the provisions of this
Section 2.5, and deliver any new Warrant Certificates, as directed by the
Company pursuant to Section 2.1 of this Agreement and as and when required
pursuant to the provisions of Articles 10 and 11 of this Agreement. Each Warrant
Certificate shall, when manually countersigned by an authorized signatory of the
Warrant Agent, entitle the holder thereof to exercise the rights as the holder
of the number of Warrants set forth thereon, subject to the provisions of this
Agreement.

                                    ARTICLE 3

                                EXERCISE PERIOD

        Each Warrant shall entitle the holder thereof to purchase from the
Company one (1) Common Share (subject to the adjustments provided herein), at
any time during the Exercise Period. Any Warrant not exercised during the
Exercise Period shall become void, and all rights of the holder of the Warrant
Certificate evidencing such Warrant under the Warrant Certificate or this
Agreement shall cease.

                                    ARTICLE 4

                              EXERCISE OF WARRANTS

        4.1     The Exercise Price. The exercise price of each Warrant is
$448.95 per Common Share (the "Exercise Price"). The Exercise Price is subject
to adjustment pursuant to Article 5 hereof.

        4.2     Manner of Exercise. During the Exercise Period, all or any whole
number of Warrants represented by a Warrant Certificate may be exercised by the
registered holder thereof during normal business hours on any Business Day, by
surrendering such Warrant Certificate, with the subscription form set forth
therein duly completed and executed by such holder, by hand, by overnight
courier or by mail to the Warrant Agent at its office addressed to 59 Maiden
Lane, New York, New York 10038, Attention: Corporate Trust Department. Such
Warrant Certificate shall be accompanied by payment in full in respect of each
Warrant that is exercised, which shall be made by certified or official bank or
bank cashier's check payable to the order of the Company, or by wire transfer of
immediately available funds to an account designated by the Warrant Agent for
the benefit of the Company. Upon such surrender and payment prior to the

                                        5

<PAGE>

expiration of the Exercise Period, such holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully paid and
nonassessable Warrant Shares determined as provided in Articles 2 and 3, and as
and if adjusted pursuant to Article 5.

        4.3     When Exercise Effective. Each exercise of any Warrant pursuant
to Section 4.2 shall be deemed to have been effected immediately prior to the
close of business on the Business Day on which the Warrant Certificate
representing such Warrant, duly executed, with accompanying payment, shall have
been delivered as provided in Section 4.2, and at such time the Person or
Persons in whose name or names the certificate or certificates for Warrant
Shares shall be issuable upon such exercise as provided in Section 4.4 shall be
deemed to have become the holder or holders of record thereof.

        4.4     Delivery of Certificates, Etc. (a) As promptly as practicable
after the exercise of any Warrant, and in any event within three (3) Business
Days thereafter, the Company at its expense (other than as to payment of
transfer taxes, if any, which will be paid by the holder) will cause to be
issued and delivered to such holder, or as such holder may otherwise direct in
writing (subject to Article 10),

                (i)     a certificate or certificates for the number of Warrant
                        Shares to which such holder is entitled, and

                (ii)    if less than all the Warrants represented by a Warrant
                        Certificate are exercised, a new Warrant Certificate or
                        Certificates of the same tenor and for the aggregate
                        number of Warrants that were not exercised, executed and
                        countersigned in accordance with Sections 2.4 and 2.5.

        (b)     The Warrant Agent shall countersign any new Warrant Certificate,
register it in such name or names as may be directed in writing by such holder,
and shall deliver it to the Person entitled to receive the same in accordance
with this Section 4.4. The Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrant Certificates executed on behalf of the
Company for such purpose.

        (c)     Upon any exercise of Warrants, the Warrant Agent shall, from
time to time, as promptly as practicable, advise the Treasurer of the Company or
his or her designee of (i) the number of Warrants exercised, (ii) the
instruction of each holder of the Warrant Certificates evidencing such Warrants
with respect to delivery of the Warrant Shares to which such holder is entitled
upon such exercise, (iii) the timing of delivery of Warrant Certificates
evidencing the balance, if any, of the Warrants remaining after such exercise,
and (iv) such other information as the Company shall reasonably require.

        (d)     The Company shall not be required to pay any stamp or other tax
or other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Shares to a Person other than a registered
holder; and in the event that any such transfer is involved, the Company shall
not be required to issue or deliver any Warrant Certificate or Warrant Share
until such tax or other charge shall

                                        6

<PAGE>

have been paid or it has been established to the Company's reasonable
satisfaction that no such tax or other charge is due.

        4.5     Fractional Shares. The Company shall not be required to issue
Warrants which are exercisable to acquire fractions of Warrant Shares, to issue
fractions of Warrant Shares upon exercise of the Warrants or to distribute
certificates which evidence fractional Warrant Shares. As to any Warrant which
is otherwise exercisable to acquire fractions of Warrant Shares or any
fractional share of Warrant Shares which the registered holder would otherwise
be entitled to subscribe for from the Company upon such exercise, the Company
shall, at its election, redeem such Warrant or fractional Warrant Share for cash
in an amount equal to the Market Price thereof.

                                    ARTICLE 5

                   ADJUSTMENT OF THE AMOUNT OF WARRANT SHARES
                 ISSUABLE AND THE EXERCISE PRICE UPON EXERCISE

        5.1     Adjustment of Exercise Price and Number of Warrant Shares. In
order to prevent dilution of the rights granted under the Warrants, the Exercise
Price shall be subject to adjustment from time to time as provided in this
Section 5, and the number of Warrant Shares obtainable upon exercise of the
Warrant shall be subject to adjustment from time to time as provided in this
Section 5.

        5.2     Subdivision or Combination of Common Shares. If the Company at
any time subdivides (by any share split, share dividend, recapitalization or
otherwise) one or more classes of its outstanding Common Shares into a greater
number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
obtainable upon exercise of the Warrants shall be proportionately increased. If
the Company at any time combines (by reverse share split or otherwise) one or
more classes of its outstanding Common Shares into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares obtainable upon
exercise of the Warrants shall be proportionately decreased. An adjustment made
pursuant to this Section 5.2 shall become effective on the date of each and
every dividend payment, subdivision, combination or issuance retroactive to the
record date with respect thereto, if any, for such events. Such adjustment shall
be made successively for each and every occurrence of such events whenever such
events occur.

        5.3     Reorganization, Reclassification, Amalgamation, Merger or Sale.
Any transaction in which the Company (i) consolidates with, amalgamates with or
merges into any other entity and is not the continuing or surviving corporation
of such consolidation, amalgamation or merger, or (ii) permits any other entity
to consolidate with, amalgamate with or merge into the Company and the Company
is the continuing or surviving corporation but, in connection with such
consolidation, amalgamation or merger, the Common Shares are changed into or
exchanged for stock or other securities of any other corporation or cash or any
other assets, or (iii) transfers all or substantially all of its properties and
assets to any other entity, or (iv) effects a recapitalization, capital

                                        7

<PAGE>

reorganization or reclassification of the capital stock of the Company in such a
way that holders of Common Shares shall be entitled to receive (either directly
or upon subsequent liquidation) stock, securities, cash or assets with respect
to or in exchange for Common Shares is referred to herein as an "Organic
Change." Prior to the consummation of any Organic Change, the Company shall make
appropriate provision to ensure that each of the holders of the Warrants shall
thereafter have the right to acquire and receive, in lieu of or addition to (as
the case may be) the Warrant Shares immediately theretofore acquirable and
receivable upon the exercise of such holder's Warrant, such shares, stock,
securities or assets as may be issued or payable with respect to or in exchange
for the number of Warrant Shares immediately theretofore acquirable and
receivable upon exercise of such holder's Warrant had such Organic Change not
taken place. In any such case, the Company shall make appropriate provision with
respect to such holders' rights and interests to ensure that the provisions of
this Section 5 shall thereafter be applicable to the Warrants. To the extent
permitted by law, the Company shall not effect any such consolidation,
amalgamation, merger or sale, unless prior to the consummation thereof, the
successor entity (if other than the Company) resulting from consolidation,
amalgamation or merger or the entity purchasing such assets assumes by written
instrument, the obligation to deliver to each such holder such shares, stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to acquire. Notwithstanding the foregoing, "Organic
Change" shall not include a Sale of the Company.

        5.4     Certain Events. If any event occurs of the type contemplated by
the provisions of this Section 5 but not expressly provided for by such
provisions (including, without limitation, the granting of share appreciation
rights, phantom share rights or other rights with equity features), then the
Company's board of directors shall make an appropriate adjustment in the
Exercise Price and the number of Warrant Shares obtainable upon exercise of the
Warrants so as to protect the rights of the holders of the Warrants; provided
that no such adjustment shall increase the Exercise Price or decrease the number
of Warrant Shares obtainable as otherwise determined pursuant to this Section 5.

        5.5     No De Minimis Adjustments; Calculation to Nearest Cent and
One-hundredth of Share. No adjustment in the Exercise Price shall be required
under this Article 5 unless such adjustment would require an increase or
decrease of at least one percent (1%) of such price. All calculations under this
Article 5 shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be.

        5.6     Notice of Adjustment; Warrant Agent's Disclaimer. (a) Whenever
the Exercise Price and securities issuable shall be adjusted as provided in this
Article 5, the Company shall forthwith file with the Warrant Agent a statement,
signed by the Chairman of the Board, Chief Executive Officer, President, any
Senior Vice President, any Vice President, the Treasurer or Secretary of the
Company, stating in detail the facts requiring such adjustment, the method of
calculation thereof, the Exercise Price that will be effective after such
adjustment and the impact of such adjustment on the number and kind of
securities issuable upon exercise of the Warrants. The Company shall also cause
the Warrant Agent to mail (first class, postage prepaid) a notice setting forth
any such

                                        8

<PAGE>

adjustments to each registered holder of Warrants at its last address appearing
on the Warrant register.

        (b)     Except as provided in paragraph (a) above, the Warrant Agent
shall have no duty with respect to any statement filed with it except to keep
the same on file and available for inspection by registered holders of Warrants
during reasonable business hours. The Warrant Agent shall not at any time be
under any duty or responsibility to any holder of a Warrant to determine whether
any facts exist which may require any adjustment to the Exercise Price or
securities issuable, or with respect to the nature or extent of any adjustment
of the Exercise Price or securities issuable when made or with respect to the
method employed in making such adjustment. The Warrant Agent shall not be
responsible for the Company's failure to comply with any provision of this
Article 5.

        5.7     Other Notices. In case the Company after the date hereof shall
propose to take any action of the type described in Section 5.2 or 5.3 of this
Article 5, the Company shall give notice to the Warrant Agent and to each
registered holder of a Warrant in the manner set forth in subsection 5.6 of this
Article 5, which notice shall specify the date on which a record shall be taken
with respect to any such action. Such notice shall be given at least ten (10)
days prior to the record date with respect thereto. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of any such
action. Where appropriate, such notice may be included as part of a notice
required to be mailed under the provision of subsection 5.6 of this Article 5.

        5.8     No Change in Warrant Terms on Adjustment. Irrespective of any
adjustments in the Exercise Price or the number of Common Shares issuable upon
exercise, Warrants theretofore or thereafter issued may continue to express the
same prices and number of shares as are stated in the similar Warrants issuable
initially, or at some subsequent time, pursuant to this Agreement, and the
Exercise Price and such number of shares issuable upon exercise specified
thereon shall be deemed to have been so adjusted.

                                    ARTICLE 6

                              SALE OF THE COMPANY

        In the case that the Board of Directors of the Company approves a Sale
of the Company, the Company shall cause to be filed with the Warrant Agent and
mailed to each holder of a Warrant a written notice at least 20 days prior to
the date on which such Sale of the Company shall take place specifying the date
or expected date of such Sale of the Company, and the amount and character of
what is to be received by the holders of Common Shares upon such consummation of
the Sale of the Company. Notwithstanding anything contained herein to the
contrary, on the date on which a Sale of the Company is consummated, the
Exercise Period for the Warrants shall end and the Warrants shall terminate. If
the exercise of the Warrants is made in connection with a Sale of the Company,
the exercise may, at the election of the holder, be conditioned upon the

                                        9

<PAGE>

consummation of the Sale of the Company, in which case such exercise shall not
be deemed to be effective until the consummation of such transaction.

                                    ARTICLE 7

                         NOTIFICATION OF CERTAIN EVENTS

        7.1     Corporate Action. In the event of:

        (a)     any taking by the Company of a record of the holders of any
class of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend (excluding cash distributions made as a
dividend payable out of earnings or out of surplus legally available for
dividends under the laws of the jurisdiction of incorporation of the Company) or
other distribution of any kind, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right or interest of any kind; or

        (b)     (i) any capital reorganization of the Company, (ii) any
reclassification of the capital shares of the Company (other than a change in
par value or from par value to no par value or from no par value to par value or
as a result of a split-up or combination), (iii) the consolidation, amalgamation
or merger of the Company with or into any other corporation (other than a
consolidation, amalgamation or merger in which the Company is the continuing
corporation and which does not result in any change in the Warrant Shares), (iv)
the sale or transfer of all, or substantially all, of the properties and assets
of the Company to another Person, or (v) an exchange offer for Warrant Shares;
or

        (c)     the voluntary or involuntary dissolution, liquidation, or
winding up of the Company,

the Company shall cause to be filed with the Warrant Agent and mailed to each
holder of a Warrant a notice specifying (x) the date or expected date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, and the amount and character of any such dividend, distribution or right
or, if a record is not to be taken, the date as of which the holders of Common
Shares of record to be entitled to such dividend, distribution, or right are to
be determined, and the amount and character of such dividend, distribution or
right, or (y) the date or expected date on which any such reorganization,
reclassification, consolidation, merger, amalgamation sale, transfer, exchange
offer, dissolution, liquidation or winding up is expected to become effective,
and the time, if any such time is to be fixed, as of which holders of record of
Common Shares shall be entitled to exchange their Common Shares for the
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, amalgamation sale, transfer, exchange
offer, dissolution, liquidation or winding up. Such notice shall be delivered
not less than twenty (20) days prior to such date therein specified, in the case
of any such date referred to in clause (x) of the preceding sentence, and not
less than thirty (30) days prior to such date therein specified, in the case of
any such date referred to in clause (y) of the preceding sentence. Failure to
give such notice within the time provided or any defect therein shall not affect
the legality or validity of any such action.

                                       10

<PAGE>

        7.2     Available Information. The Company shall promptly file with the
Warrant Agent copies of its annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) that the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
If the Company is not required to make such filings, the Company shall promptly
deliver to the Warrant Agent copies of any annual, quarterly or other reports
and financial statements that are generally provided to holders of equity or
debt securities of the Company (other than bank or similar institutional debt)
in their capacity as holders of such securities.

                                    ARTICLE 8

                                   COVENANTS

        The Company will (1) not increase the par value of any Common Shares
receivable upon the exercise of a Warrant above the amount payable therefor upon
such exercise immediately prior to such increase in par value and (2) take all
such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Common Shares upon the
exercise of any Warrant.

                                    ARTICLE 9

                              RESERVATION OF STOCK

        The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Shares, solely for
issuance and delivery upon exercise of Warrants, the full number of Common
Shares from time to time issuable upon the exercise of all Warrants and any
other outstanding warrants, options or similar rights, from time to time
outstanding. All Common Shares shall be duly authorized and, when issued upon
such exercise, shall be duly and validly issued, and (in the case of shares)
fully paid and nonassessable, and free from all taxes, liens, charges, security
interests, encumbrances and other restrictions created by or through the
Company.

                                   ARTICLE 10

                               LOSS OR MUTILATION

        Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of an indemnity bond reasonably
satisfactory to them in form or amount, and (in the case of mutilation) upon
surrender and cancellation thereof, then, in the absence of notice to the
Company or the Warrant Agent that the Warrants represented thereby have been
acquired by a bona fide purchaser, the Company shall execute and deliver to the
Warrant Agent and, upon the Company's request, an authorized signatory of the
Warrant Agent shall manually countersign and deliver, to the registered holder
of the lost, stolen, destroyed or mutilated Warrant Certificate, in

                                       11

<PAGE>

exchange for or in lieu thereof, a new Warrant Certificate of the same tenor and
for a like aggregate number of Warrants. Upon the issuance of any new Warrant
Certificate under this Article 10, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the reasonable fees and
expenses of the Warrant Agent) in connection therewith. Every new Warrant
Certificate executed and delivered pursuant to this Article 10 in lieu of any
lost, stolen, destroyed or mutilated Warrant Certificate shall be entitled to
the same benefits of this Agreement equally and proportionately with any and all
other Warrant Certificates, whether or not the allegedly lost, stolen, destroyed
or mutilated Warrant Certificate shall be at any time enforceable by anyone. The
provisions of this Article 10 are exclusive and shall preclude (to the extent
lawful) all other rights or remedies with respect to the replacement of
mutilated, lost, stolen or destroyed Warrant Certificates.

                                   ARTICLE 11

                              WARRANT REGISTRATION

        11.1    Registration. The Warrant Certificates shall be issued in
registered form only and shall be registered in the names of the record holders
of the Warrant Certificates to whom they are to be delivered. The Warrant Agent
shall maintain or cause to be maintained a register in which, subject to such
reasonable regulations as it may prescribe, the Warrant Agent shall provide for
the registration of Warrants and of transfers or exchanges of Warrant
Certificates as provided in this Agreement. Such register shall be maintained at
the office of the Warrant Agent located at the address therefor as provided in
Section 13.1. Such register shall be open for inspection upon notice at all
reasonable times by the Warrant Agent and each holder of a Warrant.

        11.2    Transfer or Exchange. At the option of the holder, Warrant
Certificates may be exchanged or transferred for other Warrant Certificates for
a like aggregate number of Warrants, upon surrender of the Warrant Certificates
to be exchanged at the office of the Warrant Agent maintained for such purpose
at the address therefor as provided in Section 14.1. Whenever any Warrant
Certificates are so surrendered for exchange or transfer, the Company shall
execute, and an authorized signatory of the Warrant Agent shall manually
countersign and deliver, the Warrant Certificates that the holder making the
exchange is entitled to receive.

        11.3    Valid and Enforceable. All Warrant Certificates issued upon any
registration of transfer or exchange of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to the
same benefits under this Agreement, as the Warrant Certificates surrendered for
such registration of transfer or exchange.

        11.4    Endorsement. Every Warrant Certificate surrendered for
registration of transfer or exchange shall (if so required by the Company or the
Warrant Agent) be duly endorsed, or be accompanied by an instrument of transfer
in form reasonably satisfactory to the Company and the Warrant Agent and duly
executed by the

                                       12

<PAGE>

registered holder thereof or such holder's officer or representative duly
authorized in writing.

        11.5    No Service Charge. No service charge shall be made to the
Warrant Holder for any registration of transfer or exchange of Warrant
Certificates.

        11.6    Treatment of Holders of Warrant Certificates. The Company and
the Warrant Agent may treat the registered holder of a Warrant Certificate as
the absolute owner thereof for any purpose and as the Person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.

        11.7    Cancellation. Any Warrant Certificate surrendered for
registration of transfer, exchange or the exercise of the Warrants represented
thereby shall, if surrendered to the Company, be delivered to the Warrant Agent,
and all Warrant Certificates surrendered or so delivered to the Warrant Agent
shall be promptly cancelled by the Warrant Agent. Any such Warrant Certificate
shall not be reissued and, except as provided in this Article 11 in case of an
exchange or transfer, in Article 10 in case of a mutilated Warrant Certificate
and in Article 4 in case of the exercise of less than all the Warrants
represented thereby, no Warrant Certificate shall be issued hereunder in lieu
thereof. The Warrant Agent shall deliver to the Company from time to time or
otherwise dispose of such cancelled Warrant Certificates in a manner reasonably
satisfactory to the Company.

                                   ARTICLE 12

                                 WARRANT AGENT

        12.1    Appointment The Company hereby appoints the Warrant Agent to act
as agent for the Company in accordance with the instructions set forth in this
Warrant Agreement, and the Warrant Agent hereby accepts such appointment.

        12.2    Obligations Binding. The Warrant Agent undertakes the duties and
obligations imposed by this Agreement upon the terms and conditions set forth in
this Article 12. The Company, and the holders of Warrants by their acceptance
thereof, shall be bound by all of such terms and conditions.

        12.3    No Liability. The Warrant Agent shall not by countersigning
Warrant Certificates or by any other act hereunder be accountable with respect
to or be deemed to make any representations as to the validity or authorization
of the Warrants or the Warrant Certificates (except as to its countersignature
thereon), as to the validity, authorization or value (or kind or amount) of any
Warrant Shares or of any other securities or other property delivered or
deliverable upon exercise of any Warrant, or as to the purchase price of such
Warrant Shares, securities or other property. The Warrant Agent shall not (i) be
liable for any recital or statement of fact contained herein or in the Warrant
Certificates or for any action taken, suffered or omitted by the Warrant Agent
in good faith in the belief that any Warrant Certificate or any other document
or any signature is genuine or properly authorized, (ii) be responsible for
determining whether

                                       13

<PAGE>

any facts exist that may require any adjustment of the purchase price and the
number of Warrant Shares purchasable upon exercise of Warrants, or with respect
to the nature or extent of any such adjustments when made, or with respect to
the method of adjustment employed, (iii) be responsible for any failure on the
part of the Company to issue, transfer or deliver any Warrant Shares or other
securities or property upon the surrender of any Warrant for the purpose of
exercise or to comply with any other of the Company's covenants and obligations
contained in this Agreement or in the Warrant Certificates or (iv) be liable for
any act or omission in connection with this Agreement except for its own bad
faith, negligence or willful misconduct.

        12.4    Instructions. The Warrant Agent is hereby authorized to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, Chief Executive Officer, President, any Senior Vice
President, any Vice President, Treasurer or any Assistant Treasurer of the
Company and to apply to any such officer for advice or instructions. The Warrant
Agent shall not be liable for any action taken, suffered or omitted by it in
good faith in accordance with the instructions of any such officer, except to
the extent that it is determined in a final judgment by a court of competent
jurisdiction that such action or omission resulted directly from the Warrant
Agent's negligence.

        12.5    Agents. The Warrant Agent may execute and exercise any of the
rights and powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys, agents or employees, provided reasonable
care has been exercised in the selection and in the continued employment of any
such attorney, agent or employee. The Warrant Agent shall not be under any
obligation or duty to institute, appear in, or defend any action, suit or legal
proceeding in respect hereof, but this provision shall not affect the power of
the Warrant Agent to take such action as the Warrant Agent may consider proper.
The Warrant Agent shall promptly notify the Company in writing of any claim made
or action, suit or proceeding instituted against the Warrant Agent arising out
of or in connection with this Agreement.

        12.6    Cooperation. The Company will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further acts, instruments and assurances as may reasonably be required by the
Warrant Agent in order to enable the Warrant Agent to carry out or perform its
duties under this Agreement.

        12.7    Agent Only. The Warrant Agent shall act solely as agent. The
Warrant Agent shall not be liable except for the performance of such duties as
are specifically set forth herein, and no implied covenants or obligations shall
be read into this Agreement against the Warrant Agent, whose duties and
obligations shall be determined solely by the express provisions hereof.

        12.8    Right to Counsel. The Warrant Agent may at any time consult with
legal counsel satisfactory to it (who may be legal counsel for the Company), and
the Warrant Agent shall incur no liability or responsibility to the Company or
to any Warrant

                                       14

<PAGE>

holder for any action taken, suffered or omitted by the Warrant Agent in good
faith in accordance with the opinion or advice of such counsel.

        12.9    Compensation. The Company agrees to pay the Warrant Agent
reasonable compensation for its services hereunder to be agreed upon and to
reimburse the Warrant Agent for its reasonable expenses hereunder; and further
agrees to indemnify the Warrant Agent and hold it harmless against any and all
liabilities, including, but not limited to, judgments, costs and reasonable
counsel fees, for anything done, suffered or omitted by the Warrant Agent in the
execution of its duties and powers hereunder, except for any such liabilities
that arise as a result of the Warrant Agent's bad faith, negligence or willful
misconduct.

        12.10   Accounting. The Warrant Agent shall account promptly to the
Company with respect to Warrants exercised and concurrently pay to the Company
all moneys received by the Warrant Agent on behalf of the Company on the
purchase of Warrant Shares through the exercise of Warrants. The Warrant Agent
shall advise the Company by telephone at the end of each day on which a payment
for the exercise of Warrants is received of the amount so deposited to the
account designated pursuant to Section 4.2 (i) hereof. The Warrant Agent shall
promptly confirm such telephone advice to the Company in writing.

        12.11   No Conflict. The Warrant Agent and any stockholder, director,
officer or employee of the Warrant Agent may buy, sell or deal in any of the
Warrants or other securities of the Company or become pecuniarily interested in
any transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for the Company or for any other legal
entity.

        12.12   Resignation; Termination. The Warrant Agent may resign its
duties and be discharged from all further duties and liabilities hereunder
(except liabilities arising as a result of the Warrant Agent's bad faith,
negligence or willful misconduct), after giving thirty (30) days' prior written
notice to the Company. The Company may remove the Warrant Agent upon thirty (30)
days' written notice (or at any time if the Warrant Agent is removed as a result
of its bad faith, negligence or willful misconduct), and the Warrant Agent shall
thereupon in like manner be discharged from all further duties and liabilities
hereunder, except as to liabilities arising as a result of the Warrant Agent's
bad faith, negligence or willful misconduct. The Company shall cause to be
mailed promptly (by first class mail, postage prepaid) to each registered holder
of a Warrant at such holder's last address as shown on the register of the
Company, at the Company's expense, a copy of such notice of resignation or
notice of removal, as the case may be. Upon such resignation or removal the
Company shall promptly appoint in writing a new warrant agent. If the Company
shall fail to make such appointment within a period of thirty (30) days after it
has been notified in writing of such resignation by the resigning Warrant Agent
or after such removal, then the holder of any Warrant may apply to any court of
competent jurisdiction for the appointment of a new warrant agent.
Pending appointment of a successor to the Warrant Agent, either by the Company
or by

                                       15

<PAGE>

such a court, the duties of the Warrant Agent shall be carried out by the
Company. Any successor warrant agent, whether appointed by the Company or by a
court of competent jurisdiction, shall be a corporation, incorporated under the
laws of the United States or of any state thereof and authorized under such laws
to exercise corporate trust powers, be subject to supervision and examination by
Federal or state authority, and have a combined capital and surplus of not less
than $100,000,000 as set forth in its most recent published annual report of
condition. After acceptance in writing of such appointment by the new warrant
agent it shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as the Warrant Agent,
without any further assurance, conveyance, act or deed; but if for any reason it
shall be necessary or expedient to execute and deliver any further assurance,
conveyance, act or deed, the same shall be done at the expense of the Company
and shall be legally and validly executed and delivered by the Company, the
resigning or removed Warrant Agent or the new warrant agent as may be required.
Not later than the effective date of any such appointment the Company shall file
notice thereof with the resigning or removed Warrant Agent and shall forthwith
cause a copy of such notice to be mailed (by first class, postage prepaid) to
each registered holder of a Warrant at such holder's last address as shown on
the register of the Company. Failure to give any notice provided for in this
Section 12.12, or any defect in any such notice, shall not affect the legality
or validity of the resignation of the Warrant Agent or the appointment of a new
warrant agent, as the case may be.

        12.13   Change of Warrant Agent. If at any time the name of the Warrant
Agent shall be changed and at such time any of the Warrant Certificates shall
have been countersigned but not delivered, the Warrant Agent may adopt the
countersignature under its prior name and deliver Warrant Certificates so
countersigned; and if at that time any of the Warrant Certificates shall not
have been countersigned, the Warrant Agent may countersign such Warrant
Certificates either in its prior name or in its changed name; and in all such
cases such Warrant Certificates shall have the full force and effect provided in
the Warrant Certificates and this Agreement.

        12.14   Successor Warrant Agent. Any corporation or entity into which
the Warrant Agent or any new warrant agent may be merged or any corporation or
entity resulting from any consolidation to which the Warrant Agent or any new
warrant agent shall be a party or any corporation or entity succeeding to all or
substantially all the agency business of the Warrant Agent or any new warrant
agent shall be a successor Warrant Agent under this Agreement without any
further act, provided that such corporation would be eligible for appointment as
a new warrant agent under the provisions of Section 12.12 of this Article 12.
The Company shall promptly cause the successor Warrant Agent to mail notice of
its succession as Warrant Agent (by first class mail, postage prepaid) to each
registered holder of a Warrant at its last address as shown on the register of
the Company.

                                       16

<PAGE>

                                   ARTICLE 13

                                 REMEDIES, ETC.

        Prior to the exercise of the Warrants represented thereby, no holder of
a Warrant Certificate, as such, shall be entitled to any rights of a stockholder
of the Company, including, but not limited to, the right to vote, to receive
dividends or other distributions, to exercise any preemptive right or to receive
any notice of meetings of stockholders, and no such holder shall be entitled to
receive notice of any proceedings of the Company except as provided in this
Agreement. Nothing contained in this Agreement shall be construed as imposing
any liabilities on such holder to purchase any securities or as a stockholder of
the Company, whether such liabilities are asserted by the Company or by
creditors or stockholders of the Company or otherwise.

                                   ARTICLE 14

                                 MISCELLANEOUS

        14.1    Notices. Any notice, demand or delivery authorized by this
Agreement shall be sufficiently given or made if sent by first class mail,
postage prepaid, delivered by hand or delivered by overnight courier, in each
case addressed to any registered holder of a Warrant at such holder's last known
address appearing on the register of the Company or the Warrant Agent, and to
the Company or the Warrant Agent as follows, or delivered by facsimile (in the
case of notices to any registered holder, to the last known facsimile number of
such holder appearing on the register of the Company or the Warrant Agent):

If to the Company:

                APW Ltd.
                N22 W23685 Ridgeview Parkway West
                Waukesha, Wisconsin 53188-1013
                Attn: Secretary and General Counsel
                Telephone:   (262) 523-7600
                Facsimile:   (262) 523-7588

If to the Warrant Agent:

                American Stock Transfer & Trust Company
                59 Maiden Lane
                New York, New York 10038
                Attention: Corporate Trust Department
                Telephone:   (718) 921-8209
                Facsimile:   (718) 331-1852

or such other address as shall have been furnished in writing, in accordance
with this Section 14.1, to the party giving or making such notice, demand or
delivery.

                                       17

<PAGE>

        14.2    Governing Law and Consent to Forum. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

        14.3    Benefits of this Agreement. This Agreement shall be binding upon
and inure to the benefit of the Company and the Warrant Agent and their
respective successors and assigns, and the registered and beneficial holders
from time to time of the Warrants and of holders of the Warrant Shares, where
applicable. Nothing in this Agreement is intended or shall be construed to
confer upon any other Person, any right, remedy or claim under or by reason of
this Agreement or any part hereof.

        14.4    Agreement of Holders of Warrant Certificates. Every holder of a
Warrant Certificate, by accepting the same, covenants and agrees with the
Company, the Warrant Agent and with every other holder of a Warrant Certificate
that the Warrant Certificates are transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in this Agreement,
and the Company and the Warrant Agent may deem and treat the Person in whose
name the Warrant Certificate is registered as the absolute owner for all
purposes whatsoever and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.

        14.5    Counterparts. This Agreement may be executed in any number of
counterparts and each such counterpart shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

        14.6    Amendments. This Agreement may be amended by the parties hereto,
without the consent of the holder of any Warrant Certificate, for the purpose of
curing any manifest error, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided, that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates. Any other amendment shall require the consent of the holders of
Warrants representing a majority in number of the then outstanding Warrants.

        Any such modification or amendment will be conclusive and binding on all
present and future holders of Warrant Certificates whether or not they have
consented to such modification or amendment or waiver and whether or not
notation of such modification or amendment is made upon such Warrant
Certificates. Any instrument given by or on behalf of any holder of a Warrant
Certificate in connection with any consent to any modification or amendment will
be conclusive and binding on all subsequent holders of such Warrant Certificate.

        14.7    Consent to Jurisdiction. Notwithstanding anything to the
contrary contained in Section 14.2 hereof, the parties hereby expressly
acknowledge and agree that, to the extent permitted by applicable law, the
Bankruptcy Court shall have exclusive jurisdiction to hear and determine any and
all disputes concerning the distribution of Warrants hereunder to holders of
Claims pursuant to the Plan.

                                       18

<PAGE>

        14.8    Headings. The table of contents hereto and the descriptive
headings of the several sections hereof are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

        14.9    Severability. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

                                       19

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

                                                   APW LTD.

                                                   By: /s/ Richard D. Carroll
                                                       -------------------------

                                                      Name: RICHARD D. CARROLL
                                                            --------------------

                                                      Title: VICE PRESIDENT
                                                             -------------------

                                                   AMERICAN STOCK TRANSFER &
                                                   TRUST COMPANY

                                                   By: /s/ Herbert J. Lemmer
                                                       -------------------------

                                                      Name: HERBERT J. LEMMER
                                                            --------------------

                                                      Title: VICE PRESIDENT
                                                             -------------------

                                       20

<PAGE>

                                    EXHIBIT A

                           FORM OF WARRANT CERTIFICATE

                     [FORM OF FACE OF WARRANT CERTIFICATE]


CUSIP No. ______________

Warrant No. ____________                           Number of Warrant(s): _______


Exercisable During the Period that Commences at 9:00 a.m., New York City time,
on August 1, 2002 and Terminates at 5:00 p.m., New York City time, on July 31,
2009 except as provided below.

                               WARRANT TO PURCHASE

                    COMMON SHARES, PAR VALUE $0.02 PER SHARE,

                                       OF

                                    APW LTD.

        This certifies that


        or registered assigns, is the registered owner of the number of warrants
set forth above (the "Warrants"), each of which represents the right, at any
time after August 1, 2002 (the "Original Issue Date") and on or before 5:00
p.m., New York City time, on July 31, 2009, unless terminated earlier pursuant
to the terms of the Warrant Agreement (as defined below) (the "Exercise
Period"), to purchase from APW Ltd., a Bermuda company (the "Company"), at the
price per share of $448.95 (the "Exercise Price"), one common share, $0.02 par
value (the "Common Share"), of the Company as such share was constituted as of
the Original Issue Date, subject to adjustment as provided in the Warrant
Agreement hereinafter referred to, upon surrender hereof, with the subscription
form on the reverse hereof duly executed, by hand or by mail to 59 Maiden Lane,
New York, New York 10038 Attention: Corporate Trust Department, or to any
successor thereto, as the warrant agent under the Warrant Agreement, at the
office of such

<PAGE>

successor maintained for such purpose (any such warrant agent being herein
called the "Warrant Agent") (or, if such exercise shall be in connection with an
underwritten public offering of Common Shares (as such term and other
capitalized terms used herein are defined in the Warrant Agreement) subject to
the Warrant Agreement, at the location at which the Company shall have agreed to
deliver such securities), and simultaneous payment in full (which shall be made
by certified or official bank or bank cashier's check payable to the order of
the Company, or by wire transfer of immediately available funds to an account
designated by the Warrant Agent for the benefit of the Company).

        Upon any partial exercise of the Warrants represented by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate representing the Warrants that were not exercised.

        Subject to the terms of the Warrant Agreement, the Warrants may be
exercised in whole or in part by presentation of this Warrant Certificate with
the Subscription Form attached hereto duly executed and with the simultaneous
payment of the Exercise Price in cash (subject to adjustment) to the Warrant
Agent for the account of the Company at the office of the Warrant Agent. Payment
of the Exercise Price in cash shall be made by certified or official bank check
payable to the order of the Company or by wire transfer of funds to an account
designated by the Company for such purpose.

        No fractional shares may be issued upon the exercise of rights to
purchase hereunder, and as to any fraction of a share otherwise issuable, the
Company will make a cash payment in lieu of such issuance, as provided in the
Warrant Agreement.

        This Warrant Certificate is issued under and in accordance with a
Warrant Agreement, dated as of July 31, 2002 (the "Warrant Agreement"), between
the Company and American Stock Transfer & Trust Company, as Warrant Agent, and
is subject to the terms and provisions contained therein. The Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the registered holders of the Warrants. The holder of this Warrant
Certificate consents to all terms and provisions of the Warrant Agreement by
acceptance hereof. Copies of the Warrant Agreement are on file at the
above-mentioned office of the Warrant Agent and may be obtained by writing to
the Warrant Agent.

        REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

This Warrant Certificate shall not be valid unless countersigned by the Warrant
Agent.

Dated: July 31, 2002

                                       2

<PAGE>

APW LTD.

By:
    ---------------------------
      Name:
            -------------------
      Title:
             ------------------

Countersigned:

AMERICAN STOCK TRANSFER & TRUST COMPANY
 as Warrant Agent

By:
    ---------------------------
      Name:
            -------------------
      Title:
             ------------------

                                       3

<PAGE>

                    [FORM OF REVERSE OF WARRANT CERTIFICATE]

                                    APW LTD.

        The transfer of this Warrant Certificate and all rights hereunder is
registrable by the registered holder hereof, in whole or in part, on the
register of the Company upon surrender of this Warrant Certificate at the office
or agency of the Company or the office of the Warrant Agent maintained for such
purpose at 59 Maiden Lane, New York, New York 10038, Attention: Corporate Trust
Department, duly endorsed or accompanied by a written instrument of transfer
duly executed and in form satisfactory to the Company and the Warrant Agent, by
the registered holder hereof or his attorney duly authorized in writing and upon
payment of any necessary transfer tax or other governmental charge imposed upon
such transfer or registration thereof. Upon any partial transfer the Company
will cause to be delivered to such holder a new Warrant Certificate or
Certificates with respect to any portion not so transferred.

        This Warrant Certificate may be exchanged at the office or agency of the
Company or the office of the Warrant Agent maintained for such purpose at 59
Maiden Lane, New York, New York 10038, Attention: Corporate Trust Department,
for Warrant Certificates representing the same aggregate number of Warrants,
each new Warrant Certificate to represent such number of Warrants as the holder
hereof shall designate at the time of such exchange.

        Prior to the exercise of the Warrants represented hereby, the holder of
this Warrant Certificate, as such, shall not be entitled to any rights of a
stockholder of the Company, including, but not limited to, the right to vote, to
receive dividends or other distributions, to exercise any preemptive right or to
receive any notice of meetings of stockholders, and shall not be entitled to
receive notice of any proceedings of the Company except as provided in the
Warrant Agreement. Nothing contained herein shall be construed as imposing any
liabilities upon the holder of this Warrant Certificate to purchase any
securities or as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors or stockholders of the Company or
otherwise.

        This Warrant Certificate shall be void and all rights represented hereby
shall cease unless exercised before 5:00 p.m., New York time on July 31, 2009,
unless the exercise period is terminated earlier in accordance with the Warrant
Agreement.

        This Warrant Certificate shall not be valid for any purpose until it
shall have been manually countersigned by an authorized signatory of the Warrant
Agent.

        Witness the facsimile seal of the Company and the signature of its duly
authorized officer.

                                       4

<PAGE>

                                SUBSCRIPTION FORM

                 (To be executed only upon exercise of warrant)
TO APW LTD.
American Stock Transfer & Trust Company, as Warrant Agent

Attention:_____________________

                The undersigned:

                (i)   irrevocably exercises______Warrants represented by the
within Warrant Certificate,

                (ii)  purchases_______Common Shares, par value $0.02 per share,
of APW LTD. (before giving effect to the adjustments provided in the Warrant
Agreement referred to in the within Warrant Certificate) for each Warrant so
exercised and herewith makes payment in full of the Exercise Price, in respect
of each Warrant so exercised as provided in the Warrant Agreement. Payment of
the Exercise Price in cash shall be made by certified or official bank check
payable to the order of the Company or by wire transfer of funds to an account
designated by the Company for such purpose,

                (iii) surrenders this Warrant Certificate and all right, title
and interest therein to APW LTD., and

                (iv)  directs that the securities or other property deliverable
upon the exercise of such Warrants be registered or placed in the name and at
the address specified below and delivered thereto.

Dated:______________, 200_


                                        ----------------------------------------
                                        (Owner)*

                                        ----------------------------------------
                                        (Signature of Authorized Representative)

                                        ----------------------------------------
                                        (Street Address)

                                        ----------------------------------------
                                        (City) (State) (Zip Code)

                                       5

<PAGE>

Securities or property
to be issued and delivered to:

                                        ----------------------------------------
                                        Signature Guaranteed**

Please insert social
security or other
identifying number

---------------------

Name ___________________________________________________________________________

Street Address _________________________________________________________________

City, State and Zip Code _______________________________________________________

                * The signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever.

                ** The signature must be guaranteed by a Securities Transfer
Association medallion program ("stamp") participant or an institution receiving
prior approval from the Warrant Agent.

                                       6

<PAGE>

                               FORM OF ASSIGNMENT

                FOR VALUE RECEIVED, the undersigned registered holder of the
within Warrant Certificate hereby sells, assigns and transfers unto the Assignee
named below all of the rights of the undersigned under the within Warrant
Certificate, with respect to the number of warrants set forth below:

          Name of                                          No. of
         Assignee               Address                   Warrants
         --------               -------                   --------

Please insert social
security or other
identifying number
of Assignee

---------------------

and does hereby irrevocably constitute and appoint Richard D. Carroll attorney
to make such transfer on the books of APW LTD. maintained for the purpose, with
full power of substitution in the premises.

Dated:____________________, 200_

                                        Name                                  *
                                             ---------------------------------

                                        Signature of Authorized
                                        Representative

                                        Signature Guaranteed                  **
                                                             -----------------

                *  The signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever.

                ** The signature must be guaranteed by a Securities Transfer
Association medallion program ("stamp") participant or an institution receiving
prior approval from the Warrant Agent.

                                       7