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                                                                   Exhibit 10.21

                                    APW LTD.

                           CHANGE IN CONTROL AGREEMENT
                                       FOR
                                WILLIAM BLACKMORE


         This Agreement is made as of May 17, 2001 (the "Effective Date"),
between APW Ltd., a Bermuda corporation (the "Company"), and William Blackmore
(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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Customer Creation Leader - Integrated Systems and Business Leader - Thermal
Management, 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)   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/ William Blackmore
                                    --------------------------------------------
                                    William Blackmore

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