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                                                                   Exhibit 10.20

                                    APW LTD.

                           CHANGE IN CONTROL AGREEMENT
                                       FOR
                                 JOSEPH T. LOWER


        This Agreement is made as of November 1, 2000 (the "Effective Date"),
between APW Ltd., a Bermuda corporation (the "Company"), and Joseph T. Lower
(the "Executive").

        WHEREAS, the Executive is a valued employee of the Company; and

        WHEREAS, the Company desires to enter into this Change in Control
Agreement with the Executive to provide the Executive with contractual
assurances to induce the Executive to remain as an employee of the Company
notwithstanding the possibility, threat or occurrence of a Change in Control (as
defined below) of APW Ltd.

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the Executive and the Company agree as follows:

        1.      Employment and Duties. The Company hereby employs Executive as
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Vice President, Business Development and Finance, with all powers and authority
as are customary to this position, and Executive hereby accepts employment with
the Company in accordance with the terms and conditions set forth herein.
Executive shall have such executive responsibilities as is customary with this
position and as the Company's Board of Directors or the President (as the case
may be) shall from time to time assign to him. Executive agrees to devote his
full time (excluding annual vacation time), skill, knowledge, and attention to
the business of the Company and the performance of his duties under this
Agreement.

        2.      Termination, Bonus, and Severance Pay.
                -------------------------------------

                a.      As used in this Agreement, a Change in Control means:

                        (i)     a sale of over 50% of the stock of APW Ltd.
                measured in terms of voting power, other than in a public
                offering; or

                        (ii)    the sale by APW Ltd. of over 50% of its
                business or assets in one or more transactions over a
                consecutive 12-month period; or

                        (iii)   a merger or consolidation of APW Ltd. with or
                into any other corporation or corporations such that the
                shareholders of APW Ltd. prior to the merger or consolidation do
                not own at least 50% of the surviving entity measured in terms
                of voting power; or

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                        (iv)    the acquisition by any means of more than 25% of
                the voting power or common stock of APW Ltd. by any person or
                group of persons (with group defined by the definitions under
                Section 13(d)(3) of the Securities Exchange Act of 1934, as
                amended); or

                        (v)     the election of directors constituting a

                majority of APW Ltd.'s board of directors pursuant to a proxy
                solicitation not recommended by APW Ltd.'s board of directors.

                b.      As used in this Agreement, a Triggering Event means:

                        (i)     (a) reducing the base salary paid to the
                Executive or (b) a material reduction in Executive's bonus
                opportunity or (c) reducing the total aggregate value of the
                fringe benefits received by the Executive from the levels
                received by the Executive at the time of a Change in Control or
                during the 180 day period immediately preceding the Change in
                Control; or

                        (ii)    a material change in the Executive's position or
                duties or the Executive's reporting responsibilities from the
                levels existing at the time of a Change in Control or during the
                180 day period immediately preceding the Change in Control; or

                        (iii)   a change in the location or headquarters where
                the Executive is normally expected to provide services to a
                location of 40 or more miles from the previous location existing
                at the time of the Change in Control or during the 180 day
                period immediately preceding the Change in Control.

                c.      If the Company terminates Executive's employment within

        the period beginning six months prior to a Change in Control and ending
        36 months following a Change in Control or Executive voluntarily
        terminates his services following a Triggering Event that occurs within
        36 months following the date of a Change in Control, the Company shall
        pay to the Executive a lump sum equal to two and one-half times the sum
        of (a) the highest per annum base rate of salary in effect with respect
        to the Executive during the one-year period immediately prior to the
        termination of employment plus (b) the highest annual bonus or incentive
        compensation earned by the Executive under any cash bonus or incentive
        compensation plan of the Company during the three complete fiscal years
        of the Company immediately preceding the termination of employment. Such
        lump sum shall be paid by the Company to the Executive within twenty
        days after the Executive's termination of employment. In addition, the
        Company, at the Company's cost, shall continue to provide Executive with
        the welfare benefits and other perquisites Executive was receiving at
        the time of the Change in Control for a period of two and one-half years
        following Executive's termination of employment or such earlier date as
        Executive becomes employed by another

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        employer and becomes eligible for welfare benefits. For purposes hereof,
        perquisites will include the Executive's right to lease a car or a car
        allowance, as the case may be.

                d.      Notwithstanding any provision herein, no amounts will be
        due under this Agreement in the event the Executive's employment is
        terminated by the Company for cause. The term "for cause" shall mean
        solely the following events:

                        (i)     Executive has been convicted of a felony which
                has adversely affected the Company's reputation;

                        (ii)    Executive has materially misappropriated
                Company funds, property or opportunities; or

                        (iii)   Executive has materially breached any of the
                provisions of this Agreement after having been provided by
                written notice a reasonable opportunity (not less than 15
                business days) to cure such breach.

        3.      Certain Additional Payments by the Company.
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                a.      In the event it shall be determined that the severance
        benefits payable to Executive under this Agreement or any other payments
        or benefits received or to be received by the Executive (whether payable
        pursuant to the terms of this Agreement, any other plan, agreement or
        arrangement) (the "Payments") would be subject to the excise tax imposed
        by Section 4999 of the Internal Revenue Code of 1986, as amended (the
        "Code") or any interest or penalties are incurred by the Executive with
        respect to such excise tax (such excise tax, together with any such
        interest and penalties, are hereinafter collectively referred to as the
        "Excise Tax"), then the Executive shall be entitled to receive an
        additional payment (a "Gross-Up Payment"). The Gross-Up Payment shall be
        in an amount such that after payment by the Executive of all taxes
        (including any interest or penalties imposed with respect to such
        taxes), including, without limitation, any income taxes (and any
        interest and penalties imposed with respect thereto) and excise tax
        imposed on the Gross-Up Payment, the Executive retains an amount of the
        Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

                b.      Subject to the provisions of paragraph c. of this
        Section 3, all determinations required to be made under this Section 3,
        including whether and when a Gross-Up Payment is required and the amount
        of such Gross-Up Payment and the assumptions to be utilized in arriving
        at such determination, shall be made by a certified public accounting
        firm designated by the Executive (the "Accounting Firm"), which shall
        provide detailed supporting calculations both to the Company and the
        Executive within twenty business days of the receipt of notice from the
        Executive that there has been a Payment, or such earlier time as is
        requested by the Company. All fees and expenses of the Accounting Firm
        shall be borne solely by the Company. Any Gross-Up Payment, as
        determined pursuant to this Section 3,

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        shall be paid by the Company to the Executive within five days of the
        receipt of the Accounting Firm's determination. Any determination by the
        Accounting Firm shall be binding upon the Company and the Executive. As
        a result of the uncertainty in the application of Section 4999 of the
        Code at the time of the initial determination by the Accounting Firm
        hereunder, it is possible that Gross-Up Payments which will not have
        been made by the Company should have been made ("Underpayment"),
        consistent with the calculations required to be made hereunder. In the
        event that the Company exhausts its remedies pursuant to paragraph c. of
        this Section 3 and the Executive thereafter is required to make a
        payment of any Excise Tax, the Accounting Firm shall determine the
        amount of the Underpayment that has occurred and any such Underpayment
        shall be promptly paid by the Company to or for the benefit of
        Executive.

                c.      The Executive shall notify the Company in writing of any
        claim by the Internal Revenue Service that, if successful, would require
        the payment by the Company of the Gross-Up Payment. Such notification
        shall be given as soon as practicable but no later than ten business
        days after the Executive is informed in writing of such claim and shall
        describe the nature of such claim and the date on which such claim is
        requested to be paid. The Executive shall not pay such claim prior to
        the expiration of the thirty-day period following the date on which he
        gives such notice to the Company (or such shorter period ending on the
        date that any payment of taxes with respect to such claim is due). If
        the Company notifies the Executive in writing prior to the expiration of
        such period that it desires to contest such claim, the Executive shall:

                        (i)     give the Company any information reasonably
                requested by the Company relating to such claim,

                        (ii)    take such action in connection with contesting
                such claim as the Company shall reasonably request in writing
                from time to time, including, without limitation, accepting
                legal representation with respect to such claim by an attorney
                reasonably selected by the Company.

                        (iii)   cooperate with the Company in good faith in
                order effectively to contest such claim, and

                        (iv)    permit the Company to participate in any
                proceedings relating to such claim;

        provided, however, that the Company shall bear and pay directly all
        costs and expenses (including additional interest and penalties)
        incurred in connection with such contest and shall indemnify and hold
        the Executive harmless, on an after-tax basis, for any Excise Tax or
        income tax (including interest and penalties with respect thereto)
        imposed as a result of such representation and payment of costs and
        expenses. Without limitation on the foregoing provisions of this
        paragraph c. of Section 3, the Company shall control all proceedings
        taken

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        in connection with such contest and, at its sole option, may pursue or
        forego any and all administrative appeals, proceedings, hearings and
        conferences with the taxing authority in respect of such claim and may,
        at its sole option, either direct the Executive to pay the tax claimed
        and sue for a refund or contest the claim in any permissible manner, and
        the Executive agrees to prosecute such contest to a determination before
        any administrative tribunal, in a court of initial jurisdiction and in
        one or more appellate courts, as the Company shall determine; provided,
        however, that if the Company directs the Executive to pay such claim and
        sue for a refund, the Company shall advance the amount of such payment
        to the Executive, on an interest-free basis and shall indemnify and hold
        the Executive harmless, on an after-tax basis, from any Excise Tax or
        income tax (including interest or penalties with respect thereto)
        imposed with respect to such advance or with respect to any imputed
        income with respect to such advance; and provided, further, that any
        extension of the statute of limitations relating to payment of taxes for
        the taxable year of the Executive with respect to which such contested
        amount is claimed to be due is limited solely to such contested amount.
        Furthermore, the Company's control of the contest shall be limited to
        issues with respect to which a Gross-Up Payment would be payable
        hereunder and the Executive shall be entitled to settle or contest, as
        the case may be, any other issue raised by the Internal Revenue Service
        or any other taxing authority.

                d.      If, after the receipt by the Executive of an amount
        advanced by the Company pursuant to paragraph c. of this Section 3, the
        Executive becomes entitled to receive any refund with respect to such
        claim, the Executive shall (subject to the Company's complying with the
        requirements of paragraph c. of this Section 3) promptly pay to the
        Company the amount of such refund (together with any interest paid or
        credited thereon after taxes applicable thereto). If after the receipt
        by the Executive of an amount advanced by the Company pursuant to
        paragraph c. of this Section 3, a determination is made that the
        Executive shall not be entitled to any refund with respect to such claim
        and the Company does not notify the Executive in writing of its intent
        to contest such denial of refund prior to the expiration of thirty days
        after such determination, then such advance shall be forgiven and shall
        not be required to be repaid and the amount of such advance shall
        offset, to the extent thereof, the amount of Gross-Up Payment required
        to be paid.

        4.      Confidential Information. As a supplement to any other
                ------------------------
confidentiality provisions applicable to the Executive, Executive acknowledges
that all Confidential Information is and shall continue to be the exclusive
proprietary property of the Company, whether or not disclosed to or entrusted to
the custody of Executive. Executive will not, either during the term hereof or
at any time thereafter, disclose any Confidential Information, in whole or in
part, to any person or entity other than to employees or affiliates of the
Company, for any reason or purpose, unless the Company gives its prior written
consent to such disclosure. Executive also will not, either during the term
hereof or at any time thereafter, use in any manner any Confidential Information
for his own purposes or for the benefit of any person or entity except the
Company and its affiliates whether such use consists of duplication, removal,
oral communication, disclosure, transfer or other unauthorized use thereof,
unless the Company gives its prior written consent to such use. As used herein,
the term

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"Confidential Information" refers to all information and materials not in the
public domain belonging to, used by or in the business of the Company (the
"Business") relating to its business strategies, products, pricing, customers,
technology, programs, costs, employee compensation, marketing plans,
developmental plans, computer programs, computer systems, inventions,
developments, formulae, processes, designs, drawings, trade secrets of every
kind and character and competitive information. "Confidential Information" also
includes confidential information belonging to other companies and disclosed to
the Executive by the Company.

        5.      Non-competition and Inventions.
                ------------------------------

                a.      During the period of employment of Executive and for a
        period of one year after Executive's termination of employment for any
        reason, Executive shall not directly or indirectly as a principal,
        agent, owner, employee, consultant, advisor, trustee, beneficiary,
        distributor, partner, co-venturer, officer, director, stockholder or in
        any other capacity, nor will any entity owned by Executive:

                        (i)     divert or attempt to divert any business from
                the Company or engage in any act likely to cause any customer or
                supplier of the Company to discontinue or curtail its business
                with the Company or to do business with another entity, firm,
                business, activity or enterprise directly or indirectly
                competitive with the Company; or

                        (ii)    contact, sell or solicit to sell or attempt to
                contact, sell or solicit to sell products competitive to those
                sold by the Company to any customer of the Company with which
                Executive had contact while performing services for the Company;
                or

                        (iii)   solicit or attempt to solicit any employee of
                the Company for employment or retention.

                Notwithstanding the provisions above, Executive may acquire
        securities of any entity the securities of which are publicly traded,
        provided that the value of the securities of such entity held directly
        or indirectly by Executive immediately following such acquisition is
        less than 5% of the total value of the then outstanding class or type of
        securities acquired.

                b.      Executive acknowledges and agrees that the restrictions
        set forth in this section 5 are founded on valuable consideration and
        are reasonable in duration and geographic area in view of the
        circumstances under which this Agreement is executed and that such
        restrictions are necessary to protect the legitimate interests of the
        Company. If, in any judicial proceeding, a court shall refuse to enforce
        any separate covenant set forth herein, then such unenforceable covenant
        shall be deemed eliminated from this section 4 for the purpose of that
        proceeding to the extent necessary to permit the remaining separate
        covenants to be enforced.

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                c.      The Executive hereby sells, transfers and assigns to the
        Company the entire right, title and interest of the Executive in and to
        all inventions, ideas, disclosures and improvements, whether patented or
        unpatented, and copyrightable materials, made or conceived by the
        Executive, solely or jointly, or in whole or in part, during the period
        Executive is bound by this Agreement which (i) relate to methods,
        apparatus, designs, products, processes or devices sold, leased, used or
        under construction or development by the Company or any subsidiary or
        (ii) otherwise relate to or pertain to the business, functions or
        operations of the Company or any subsidiary, or (iii) arise (wholly or
        partly) from the efforts of the Executive during the Term hereof in
        connection with his performance of his duties hereunder. The Executive
        shall communicate promptly and disclose to the Company, in such form as
        the Company requests, all information, details and data pertaining to
        the aforementioned inventions, ideas, disclosures and improvements; and,
        whether during the term hereof or thereafter, the Executive shall
        execute and deliver to the Company such formal transfers and assignments
        and such other papers and documents as may be required of the Executive
        to permit the Company to file and prosecute the patent applications and,
        as to copyrightable material, to obtain copyright thereon. This
        provision does not relate to any invention for which (i) no equipment,
        supplies, facilities or trade secret information of the Company was used
        and which was developed entirely on the Executive's own time and which
        does not relate (A) directly to the business of the Company, or (B) to
        the Company's actual or demonstrably anticipated research or
        development; or (ii) does not result in any work performed by the
        Executive for the Company.

                d.      The provisions in this paragraph are a supplement to any
        other confidentiality and non-compete provisions applicable to the
        Executive in any other agreements.

        6.      Miscellaneous.
                -------------

                a.      This Agreement shall be governed by and construed in
        accordance with the internal laws of the State of Wisconsin, without
        reference to principles of conflict of laws. The captions of this
        Agreement are not part of the provisions hereof and shall have no force
        or effect. This Agreement may not be amended or modified otherwise than
        by a written agreement executed by the parties hereto or their
        respective successors and legal representatives.

                b.      All notices and other communications hereunder shall be
        in writing and shall be given by hand delivery to the other party or by
        registered or certified mail, return receipt requested, postage prepaid,
        addressed as follows:

        If to the Executive, to his address appearing on the records of the
        Company.

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         If to the Company:             APW Ltd.
                                        N22 W23685 Ridgeview Parkway West
                                        Waukesha, WI  53188-1013
                                        Attention: President

         With a copy to:                Quarles & Brady LLP
                                        411 East Wisconsin Avenue
                                        Milwaukee, WI  53202
                                        Attention:  Anthony W. Asmuth III, Esq.

         or to such other address as either party shall have furnished to the
         other in writing in accordance herewith. Notice and communications
         shall be effective when actually received by the addressee.

                c.      The invalidity or unenforceability of any provision
         of this  Agreement  shall not affect the validity or enforceability of
         any other provision of this Agreement.

                d.      The Company may withhold from any amounts payable under
         this Agreement such federal, state, local or foreign taxes as shall be
         required to be withheld pursuant to any applicable law or regulation.

                e.      The Executive's or the Company's failure to insist upon
         strict compliance with any provisions hereof or any other provision of
         this Agreement or the failure to assert any right the Executive or the
         Company may have hereunder, including, without limitation, the right of
         the Executive to terminate employment for cause pursuant to this
         Agreement, shall not be deemed to be a waiver of such provision or
         right or any other provision or right of this Agreement.

                f.      The Executive and the Company acknowledge that, except
         as may otherwise be provided herein or under any other written
         agreement between the Executive and the Company, the employment of the
         Executive by the Company is "at will" and the Executive's employment
         may be terminated by the Company at any time.

                g.      The Company agrees that if it breaches any payment
         obligation hereunder, the Company will pay all reasonable attorney fees
         and costs incurred by Executive in enforcing Executive's rights
         hereunder.

                h.      This Agreement may be executed in one or more
         counterparts, each of which shall be deemed to be an original, but all
         of which together shall constitute one and the same instrument.


                i.      If the Company sells, leases, exchanges or otherwise
         disposes of, in a single transaction or series of related transactions,
         all or substantially all of its property and assets,

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        or if the Company ceases to exist as a separate entity as a result of a
        merger, spin-off, reorganization or otherwise, then the Company will, as
        a condition precedent to any such transaction, cause effective provision
        to be made so that the person or entity acquiring such property and
        assets or succeeding to the business of the Company as the surviving
        entity of a merger, spin-off, reorganization or otherwise, as
        applicable, becomes bound by, and replaces the Company under, this
        Agreement.

        7.      Injunctive Relief. Executive acknowledges and agrees that
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        irreparable injury will result to the Company in the event Executive
        breaches any covenant contained in this Agreement and that the remedy
        at law for such breach will be inadequate. Therefore, if Executive
        engages in any act in violation of the provisions of this Agreement,
        the Company shall be entitled, in addition to such other remedies and
        damages as may be available to it by law or under this Agreement, to
        injunctive or other equitable relief to enforce the provisions hereof.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.

                                    APW Ltd.




                                    By: /s/ R. G. Sim
                                       ---------------------------------------



                                       /s/ Joseph T. Lower
                                       ---------------------------------------
                                       Joseph T. Lower

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