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                                                                    Exhibit 4.18

THIS AMENDMENT AGREEMENT is made the 15th day of May 2001

BETWEEN

(1)  APW ELECTRONICS GROUP PLC (formerly Vero Group PLC)

(2)  APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED (formerly Vero Electronics
     Overseas Investments Limited)

(3)  APW ELECTRONICS LIMITED (formerly Vero Electronics Limited)

(4)  APW ENCLOSURES AB (formerly Vero Enclosures AB)

(5)  APW ELECTRONICS GmbH (formerly Vero Electronics GmbH)

(6)  VERO ELECTRONICS Inc.

(7)  APW ENCLOSURES S.A. (formerly Vero Electronics S.A.) and

(8)  APW ELECTRONICS S.r. L (formerly Vero Electronics S.r.L.) (each a
     "Borrower" and together the "Borrowers"); and

(9)  THE ROYAL BANK OF SCOTLAND plc (the "Bank")


WHEREAS

(A)  The Bank and the Borrowers entered into a (Pounds)27,500,000 revolving
     credit facility dated 24 October 1995 (as subsequently amended by two
     amendment agreements dated 15 May 1998 and 22 May 1998 respectively) (the
     "Facility Agreement").

(B)  On 31 July 2000, APW Ltd, APW North America, Inc., APW Holdings (Denmark)
     APS, certain financial institutions, Bank One, N.A., as syndication agent,
     The Chase Manhattan Bank as documentation agent and Bank of America,
     National Association as administrative agent entered into a  multicurrency
     agreement (the "Multicurrency Agreement")

(C)  Pursuant to a Waiver Request, the Borrowers have requested the Bank to
     waive any of its rights under any cross-default or cross-acceleration
     provisions in the RBS Group Facilities arising exclusively from any non-
     compliance by the Borrowers with the requirements of Section 7.6 (b) and
     (c) of the Multicurrency Agreement on and subject to the terms and
     conditions as outlined in the Waiver Letter.

(D)  The parties wish to enter into this Agreement to record the basis on which
     the Facility Agreement is being amended and restated.

IT IS AGREED as follows:-

1   DEFINITIONS AND INTERPRETATION

    In this Agreement except where the context otherwise requires, words and
    expressions defined and references construed in the Multicurrency Agreement
    or the Facility Agreement (but not defined or construed in this Agreement)
    shall have the same meaning herein, and, in addition:

    "APW Counter Indemnity" means the counter indemnity granted by APW Ltd in
    favour of  NatWest and dated 1 August 2000 replacing a previous counter
    indemnity granted by APW Ltd in favour of the Bank dated 1 August 2000


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    "APW Group" means APW Ltd and its subsidiaries and affiliates as may be the
    case from time to time

    "APW" means APW Ltd, a company incorporated in Bermuda

    "Debenture" means an agreement creating fixed and floating charges executed
    in favour of the Security Trustee acting for and on behalf of the Banks (as
    defined therein) by certain members of the APW Group and by any "Additional
    Companies" (as defined therein) on or about the date of this Agreement.

    "Effective Date" means the date on which the Bank receives all of the
    documents and other evidence listed in Clause 3.1 (Conditions Precedent) of
    this Agreement in form and substance satisfactory to it and provides the
    Parent with written confirmation to that effect, having received
    confirmation from the Administrative Agent that all conditions precedent to
    the Multicurrency Agreement would immediately be satisfied upon such written
    confirmation being provided by the Bank.

    "Guarantees" mean the guarantees to be executed by certain Subsidiaries that
    have not previously executed guarantees in favour of the Bank or NatWest (as
    applicable) in respect of all of the obligations (present, future, actual or
    contingent) of the  Parent or any of its other UK subsidiaries under or in
    respect of either the Facility Agreement, the Multi-Option Facility or under
    the APW Counter Indemnity

    "Guaranties" mean the guaranties which certain APW Group companies
    incorporated in the USA, have or will execute and deliver in favour of the
    UK Security Trustee in accordance with Clause 17 (Guarantees) of this
    Agreement, in respect of the obligations of their UK affiliates under or in
    respect of the UK Finance Documents

    "Intercreditor Agreement" means the intercreditor agreement dated as of 15th
    May 2001 between the Administrative Agent, Bank of America as security
    trustee, the Banks, the Bank as agent, the Bank as Security Trustee, the
    Bank and NatWest.

    "Multi-Option Facility" means the multi-option facility entered into
    between (1) National Westminster Bank Plc, (2) the UK Parent and certain of
    its subsidiaries dated 20 April 2000 and as may have been subsequently
    amended from time to time

    "NatWest" means the National Westminster Bank plc

    "Parent" means APW Electronics Group plc

    "RBS Group Facilities" means together the Facility Agreement, the Multi-
    Option Facility, the Counter Indemnity, any loan note guarantees provided by
    NatWest in respect of the obligations of any member of the APW Group and any
    other agreement, including any relating to replacement loans, falling within
    the definition of "UK Facility" contained in the Multicurrency Agreement.

    Security Trustee" means the Bank in its capacity as such

    "UK Finance Documents" means each of the Facility Agreement, the
    Intercreditor Agreement, the Debentures, the Guarantees, the APW Counter
    Indemnity, and any other document to be executed in connection with the
    Facility Agreement or the RBS Group Facilities which is not a US Finance
    Document.

    "UK Parent" means APW Enclosure Products and Systems Limited


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    "US Finance Documents" means each of the Guaranties, the US Pledge
    Agreement, the Intercreditor Agreement, the US Security Agreement, the US
    Assignment of Security Interest in United States Trademarks and Patents and
    any other document to be executed in connection therewith

    "US Pledge Agreement" means a pledge agreement dated as of 15 May 2001 among
    APW, certain subsidiaries of APW and the Security Trustee, as amended or
    modified from time to time.

    "US Security Agreement" means a security agreement dated as of 15 May 2001
    among APW, certain subsidiaries of APW and the Security Trustee, as amended
    or modified from time to time.

    "US Assignment of Security Interest in United States Trademarks and
    Patents" means an assignment of security interest in United States
    trademarks and patents dated as of 15 May 2001 among APW, certain
    subsidiaries of APW and the Security Trustee, as amended or modified from
    time to time.

    "Waiver Letter" means the agreement entered into between the Bank and the UK
    Parent acting for and on behalf of each of its UK subsidiaries dated 6 April
    2001 setting out the terms upon which the Bank and NatWest will continue to
    make available to the UK Parent and its UK subsidiaries the RBS Group
    Facilities

    "Waiver Request" means the request issued by the UK Parent, APW Holdings
    Denmark and APW North America Inc. dated 27 March 2001

    "Warrant Agreement" means an agreement in the form attached as Exhibit I to
    the Multicurrency Agreement

    "Warrants" mean the share warrants issued by APW to the Bank pursuant to the
    Warrant Agreement.

2   AMENDMENT OF FACILITY AGREEMENT

    With effect from the Effective Date, the Facility Agreement is amended as
    set out in this Agreement.  The parties agree to be bound by the Facility
    Agreement as amended.

3   CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT TO THIS AMENDMENT AND
    RESTATEMENT AGREEMENT

3.1 Conditions Precedent

    The obligation of the Bank to continue to make the Facility available is
    subject to the condition that the Bank shall have received in a form and
    substance satisfactory to it on or before the Effective Date:-

(a)  a copy, certified a true and up to date copy by the Secretary of each
     Borrower which is a UK Borrower or a US Borrower and each other UK Obligor
     or US Obligor, of the Certificate of Incorporation and Memorandum and
     Articles of Association or their equivalent constitutional documents;

(b)  a copy, certified a true and up to date copy by the Secretary of each UK
     Obligor and US Obligor, of a resolution of the board of directors of such
     UK Obligor or US Obligor


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     approving the execution and delivery of the UK Finance Documents or the US
     Finance Documents (as the case may be) to which it is a party and the
     performance of its obligations thereunder and authorising a person or
     persons (specified by name) on behalf of each UK Obligor or US Obligor (as
     the case may be) to sign and deliver the UK Finance Documents and any other
     documents to be delivered by it pursuant thereto and to give all notices
     which may be required to be given on its behalf under the UK Finance
     Documents or US Finance Documents (as the case may be);

(c)  a certificate authenticated by the Secretary of each UK Obligor and US
     Obligor setting out the names and signatures of the persons authorised to
     sign, on behalf of such UK Obligor and US Obligor, the UK Finance Documents
     or the US Finance Documents (as the case may be) and any other documents to
     be delivered by such UK Obligor and US Obligor pursuant thereto;

(d)  a certificate signed by the Secretary of each UK Obligor and US Obligor
     stating that their execution of the UK Finance Documents and the US Finance
     Documents to which it is a party and the exercise by it of its rights and
     the performance by it of its obligations thereunder are within its
     corporate powers, have been approved by all necessary corporate action and
     will not cause any limit or restriction on any of its powers (whether
     imposed by law, decree, rule, regulation, its Memorandum or Articles of
     Association (or equivalent Constitutional documents), agreement or
     otherwise) or on the right or ability of its directors to exercise such
     powers, to be exceeded or breached;

(e)  Counterparts of each UK Finance Document and each US Finance Document duly
     executed by each UK Obligor and US Obligor that is a party thereto,
     including the following:-

     (i)   Warrant Agreement in the form attached to the Multicurrency
           Agreement, together with delivery of Warrants Certificates and a
           certified copy of the register of stockholders evidencing the
           registration of the Warrant Holders;

     (ii)  The US Security Agreement, together with such financing statements
           and other documents as the Security Trustee may require;

     (iii) The US Pledge Agreement, together with such stock certificates, blank
           stock powers and other documents as the Security Trustee may require;

     (iv)  The US Assignment of Security Interest in United States Patents and
           Trademarks, in a form recordable with the United States Patent and
           Trademark office;

     (v)   The Debenture; and

     (vi)  The Guarantees and Guaranties to be provided pursuant to Clause 17
           (Guarantees) of this Agreement in form and substance satisfactory to
           the Security Trustee. For the avoidance of doubt this includes the
           Guarantees to be provided by Towerflame Limited and Air Cargo
           Equipment (UK) Limited.

(f)  Opinions from the US Counsel of APW and the Guarantors in the form
     exhibited to the Multicurrency Agreement, but addressed to the Bank and
     referring to the RBS Group Facilities; and

(g)  Copies of each of the other conditions precedent delivered pursuant to
     Clause 5.1 of the Multicurrency Agreement.


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3.2  Conditions Subsequent

     It shall be a condition subsequent to this Agreement that the Bank shall
     have received in a form and substance satisfactory to it within 60 days of
     the Effective Date both:-

(a)  a copy certified a true and up to date copy by the Secretary of each
     Borrower which is a non UK Borrower or a non US Borrower, and each other
     non UK Obligor or non US Obligor, of the Certificate of Incorporation and
     Memorandum and Articles of Association or their equivalent constitutional
     documents; and

(b)  (if any resolution described in Clause 3.1(b) above did not expressly refer
     to the execution of the Intercreditor Agreement), a copy, certified a true
     and up to date copy by the Secretary of each relevant UK Obligor and US
     Obligor which executed the Intercreditor Agreement, of a resolution of the
     board of directors of such UK Obligor or US Obligor ratifying, for the
     avoidance of doubt, the execution and delivery of the Intercreditor
     Agreement.

3.3  Real Estate and Foreign Subsidiaries

     The provisions of Clauses 3.3 (Real Estate) and 3.4 (Foreign Subsidiaries)
     of the Multicurrency Agreement shall apply mutatis mutandis to this
     Agreement, save that references to the "Administrative Agent" shall be
     deemed to be references to the "Security Trustee".

4    DEFINITIONS

4.1  Clause 1.1 shall be amended, so that the first line shall read as follows:-

     "In this Agreement, unless the context requires otherwise, words and
     phrases defined in the Amendment Agreement (as defined below) shall have
     the same meaning in this Agreement and, in addition:-"

4.2  The following shall be added to Clause 1 of the Facility Agreement as a new
     definition ;

     "Amendment Agreement" means the amendment agreement dated 15 May 2001,
     between the Parent, the Borrowers and the Bank amending certain terms of
     this Agreement"

4.3  The definition of "Applicable Margin" contained in the Facility Agreement
     shall be deleted and replaced with the following:-

     "Applicable Margin" shall have the meaning given to it in the Multicurrency
     Agreement, provided that loans denominated in Sterling or any currency
     other than Dollars shall be deemed to be Offshore Rate Loans and loans
     denominated in Dollars shall be deemed to be Base Rate Loans"

4.4  The definition of "Finance Documents" contained in the Facility Agreement
     shall be deleted and replaced with the following:-

     "Finance Documents" means each of this Agreement, the Bills, the Counter
     Indemnities, the UK Finance Documents and the US Finance Documents (each as
     defined in the Amendment Agreement) and any other document to be executed
     in connection with this Agreement."

4.5  The definition of "Parent" contained in the Facility Agreement shall be
     deleted and replaced with the following:-


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     "Parent" means APW Electronics Group plc

4.6  The definition of "Termination Date" contained in the Facility Agreement
     shall be deleted and replaced with the following:-

     "Termination Date" means July 31 2003"

5    OVERDRAFT OPTION

5.1  Clause 4.2 shall be deleted and by way of substitution there shall be
     inserted the following provision:

     "4.2  Interest Rate Calculation and Due Dates

     Interest shall be payable on the cleared daily balance:-

     (a) in the case of an Overdraft denominated in Sterling at a rate of 3% per
         annum above the Bank's Base Rate with a minimum rate of 5% per annum.
         The rate per annum above the Bank's Base Rate may be varied and
         restated from time to time in accordance with the provisions of the
         Multicurrency Agreement such that the rate per annum above the Bank's
         Base Rate shall be equivalent to the margin payable by APW or any of
         its affiliates under the Multicurrency Agreement. Such interest shall
         accrue from day to day, shall be calculated on the basis of a 365 day
         year and the actual number of days elapsed, and shall be debited
         quarterly in arrears on the penultimate Banking Day of March, June,
         September and December; and

     (b) in the case of an Overdraft denominated in an Optional Currency at a
         rate of 3% above the Bank's Base Rate (which may be revised daily) for
         such currency. The rate per annum above the Bank's Base Rate shall be
         varied and restated from time to time in accordance with the provisions
         of the Multicurrency Agreement such that the rate per annum above the
         Bank's Base Rate shall be equivalent to the margin payable by APW or
         any of it affiliates under the Multicurrency Agreement. Such interest
         shall accrue from day to day, shall be calculated on the basis of 360
         or 365 day year in accordance with normal banking practice for the
         relevant Optional Currency and the actual number of days elapsed, and
         should be debited on the first Banking Day of each calendar month.

6    SHORT TERM ADVANCES OPTION

     Clause 5.2 (Interest Rate) shall be deleted and by way of substitution
     there shall be inserted the following provision:

     "5.2  Interest Rate

     Interest on each Advance shall be payable at a percentage rate per annum
     which is equal to the sum of:-

     (a) the Applicable Margin (which shall be increased and varied from time to
         time in accordance with the provisions of the Multicurrency Agreement
         such that the Applicable Margin shall always be equivalent to that
         payable by APW or any of its affiliates under the Multicurrency
         Agreement);

    (b)  LIBOR; and

    (c)  (in the case of an Advance denominated in Sterling) the Associated
         Costs Rate;


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    and shall accrue from day to day."

7   ACCEPTANCE CREDITS OPTION

    Clause 6.4 (Commission Rate) shall be amended to read:

    "6.4  Commission Rate

    A Borrower shall pay to the Bank on each Date of Drawing acceptance
    commission at a rate equal to the then current Applicable Margin (to be
    varied and restated from time to time in accordance with the provisions of
    the Multicurrency Agreement such that the Applicable Margin shall always be
    equivalent to any margin payable by APW or any of its affiliates under the
    Multicurrency Agreement) calculated on the face amount of each Bill for a
    period equal to its Maturity Period, such payment to be effected by
    deduction by the Bank from the proceeds of discounting such Bill pursuant to
    Clause 6.5."

8   BONDING OPTION

    Clause 7.4 (Commission Rate) shall be amended to read:

    "7.4  Commission Rate

    The relevant Borrower shall pay to the Bank commission at a rate equal to
    the then current Applicable Margin (to be varied and restated from time to
    time in accordance with the provisions of the Multicurrency Agreement such
    that the Applicable Margin shall always be equivalent to any margin payable
    by APW or any of its affiliates under the Multicurrency Agreement) on the
    outstanding amount of the Bank's liability (both actual and contingent)
    under each Bond on each date when such commission is payable.  Such
    commission shall accrue from day to day and shall be calculated on the basis
    of a 365 day year (in the case of Sterling) or a 360 or 365 day year in
    accordance with normal banking practice for the relevant Optional Currency
    (in the case of an Optional Currency) and shall be payable in advance on the
    Date of Drawing and at 3 monthly intervals thereafter until the Bank
    determines that its liability under such Bond has been reduced to zero in
    accordance with Clause 7.6.  No commission so paid shall be refundable to a
    Borrower under any circumstances."

9   PREPAYMENT AND CANCELLATION

9.1 Clause 8.1 (Prepayment of Advances), Clause 8.2 (Other Prepayment) and
    [Clause 8.3 (Cancellation)] and Clause 8.4 (Mandatory Prepayment) shall be
    subject to any overriding provisions contained in the Intercreditor
    Agreement.

9.2 The following shall be added as a new Clause 8.4

    "8.4 Mandatory Prepayment

    (a) The provisions contained in Clause 2.8(b) (Unscheduled Mandatory
    Reductions) and Clause 2.9(b)(ii) (Mandatory Prepayments) of the
    Multicurrency Agreement shall apply mutatis mutandis to this Agreement, such
    that the Bank receives its Pro Rata Share of any such repayment.

    (b) Without prejudice to any other reductions in the Facility Amount which
    are required to be made pursuant to the terms of this Agreement, the
    Borrowers  shall reduce the Bank's commitments under the RBS Group
    Facilities by (Pounds)[] by February 28, 2002, by a further


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     (Pounds)[] by February 28, 2003 and a further by (Pounds)[] by May 31,
     2003. Once reduced in accordance with this Clause 8.4(b), the relevant
     commitments may not be increased.

     (c) If for any reason the outstanding obligations to the Bank under the RBS
     Group Facilities exceed its commitments, because of any limitation set
     forth in this Agreement or otherwise, the Borrowers shall immediately
     prepay Advances and/or deposit cash in an interest bearing cash collateral
     account held with the Bank in an aggregate amount equal to such excess (all
     interest accruing on such account being for the account of the Borrowers
     prior to Enforcement).

     (d) Any part of the RBS Group Facilities which is prepaid pursuant to this
     Clause 8.4 may not be reborrowed, and the Bank's commitment shall be
     reduced accordingly, unless the prepayment was made because for a period of
     five consecutive business days, APW and its Subsidiaries held in aggregate
     collected funds in excess of $10,000,000.

     (e) If on any Determination Date, the Bank shall have determined that the
     aggregate Sterling Amount of its outstanding obligations under the RBS
     Group Facilities exceeds its commitment under such facilities, due to a
     change in applicable rates of exchange between Sterling and Optional
     Currencies, then the Bank shall give notice to the Parent that a prepayment
     is required and the Borrowers shall make a prepayment so as to ensure that
     the Sterling Amount of the outstanding obligations under the RBS Group
     Facilities no longer exceeds the Bank's commitment under such facilities.

     (f) If and to the extent that any payment is properly due pursuant to this
     Clause 8.4, the Bank is hereby irrevocably and unconditionally authorised,
     unless prohibited from doing so by the Intercreditor Agreement, to debit
     any account of the Borrowers in order to effect such payment.

10   REPRESENTATIONS AND WARRANTIES

10.1 Clause 12.1(h) shall be amended to read:

     "(h)  No Default

     no Event of Default, or other event which with the passing of time or the
     giving of notice would be likely to become an Event of Default, has
     occurred and is continuing other than those disclosed by the APW Group and
     waived by the UK Security Trustee and the US Security Trustee in accordance
     with the Intercreditor Agreement."

10.2 Clause 12.1(c) shall be amended by the insertion of the words "other than
     the Collateral Documents or an Encumbrance in favour of the Bank (or a
     trustee or Agent on its behalf after the words "any of its assets".

11   COVENANTS

11.1 Clause 13.1 (Financial Information), Clause 13.6 (Gearing and Minimum
     Tangible Net Assets), Clause 13.7 (Interest Cover) and Clause 13.8 (Testing
     of Ratios) shall be amended such that APW shall procure that financial
     information is provided on a consolidated group basis in accordance with
     the provisions of Clause 7.1 (Reports, Certificates and Other Information)
     of the Multicurrency Agreement.

11.2 The following shall be added as a new Clause 13.1(d):-

     "The provisions of Clause 7.1 (Reports, Certificates and Other Information)
     of the Multicurrency Agreement shall, to the extent that such documents
     have not already been


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      provided to the Bank, apply mutatis mutandis to this Agreement, save that
      references to the "Administrative Agent" or the "Banks" shall be deemed to
      be references to the "Bank".

11.3  The following shall be added at the end of Clause 13.3:-

      "The Borrowers shall deliver to the Security Trustee within 60 days of the
      Effective Date and annually thereafter a certificate as to such
      insurance".

11.4  The following shall be added as a new Clause 13.4 (e)

      "The Security evidenced by the Collateral Documents and all Security
      created in favour of the Security Trustee or the Bank"

11.5  The following shall be added as a new Clause 13.6(c):-

      "The provisions of Clause 7.6 (Financial Ratios and Restrictions) of the
      Multicurrency Agreement shall apply mutatis mutandis to this Agreement,
      save that references to the "Administrative Agent" or the "Required Banks"
      shall be deemed to be references to the "Bank".

12    SECURITY

12.1  The following shall be added to the end of Clause 14, which shall be
      renumbered Clause 14.1:-

      "The obligations of the Borrowers shall be secured by any security granted
      by the Guarantees, the Debentures, the Guaranties, the US Pledge
      Agreement, the US Security Agreement, the US Agreement Security Interest
      in US Trademarks and Patents and the APW Counter Indemnity subject to the
      terms of the Intercreditor Agreement."

12.2  The following shall be added as a new Clause 14.2:-

      "The Parent and each Borrower shall procure that APW and each of the
      Domestic Subsidiaries and UK Subsidiaries shall comply with the provisions
      of Clauses 3.2, 3.3 and 3.4 of the Multicurrency Agreement, the terms of
      which shall apply mutatis mutandis to this Agreement save that (a)
      references to the "Administrative Agent" shall be deemed to be references
      to the "Security Trustee", (b) references to the "Pledge Agreement" shall
      be deemed to be references to the "US Pledge Agreement", (c) references to
      the "Security Agreement" shall be deemed to be references to the "US
      Security Agreement", and (d) references to the "Assignment of Security
      Interest in United States Trademarks and Patents" shall be deemed to be
      references to the "US Assignment of Security Interest in United States
      Trademarks and Patents"."

12.3  The following shall be added as a new Clause 14.3:-

      "The provisions of Clause 3.6 (Further Assurances) and 3.7 (Transfer of
      Assets) shall apply mutatis mutandis to this Agreement save that (a)
      references to the "Administrative Agent" shall be deemed to be references
      to the "Security Trustee" (b) references to the "Required Banks" shall be
      deemed to be references to the "Bank" and (c) references to the
      "Outstanding Obligations" shall be deemed to be references to the "Secured
      Obligations (as defined in the Debenture)".

13    EVENTS OF DEFAULT

      Clause 16.1(e) shall be amended to read:


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      "(e)  Cross Default

            (i)  any Indebtedness of any UK Obligor is not paid when due or
                 within any applicable grace period or becomes due and payable
                 (or capable of being declared due and payable) prior to its
                 specified maturity or any guarantee or indemnity given by any
                 UK Obligor in respect of any such Indebtedness is not honoured
                 when due and called upon; and/or

            (i)  an Event of Default has occurred and is continuing under Clause
                 8.1 (Events of Default) of the Multicurrency Agreement."

14    DEFAULT INTEREST

      Clause 17 shall be deleted any by way of substitution there shall be
      inserted the following provision:

      "17.1  Default Interest Rate

      Subject to Clause 17.2 if any sum payable by any Borrower under any of the
      UK Finance Documents is not paid when due (whether at stated maturity, on
      acceleration or otherwise) interest shall accrue on that sum both before
      and after judgement to the fullest extent permitted by law during the
      period from the applicable due date to the date such sum is paid in full
      at a percentage rate per annum which is 2% (being the default rate to be
      imposed pursuant to the provisions of the Multicurrency Agreement) higher
      than the (non-default) rate which would otherwise be payable under this
      Agreement in respect of such sum.

      17.2  Default Interest on Overdrafts

      [Clause intentionally deleted]"

15    FEES, COSTS AND EXPENSES

      Clause 18 (Fees, Costs and Expenses) shall be amended by the following
      amendments:

15.1  Clause 18.2 (Commitment Fee) of the Facility Agreement shall be replaced
      with the following:-

      18.2  Commitment Fee

      The Borrowers shall (without prejudice to any commitment fees already
      accrued prior to the Effective Date) pay to the Bank a commitment fee
      calculated at the rate of 0.5% on the undrawn and uncancelled amount of
      the Facility Amount from day to day during the period beginning on the
      Effective Date and ending on the Termination Date. Such commitment fee
      shall be payable in arrears on the last day of each successive period of 3
      months which falls due during such period and on the Termination Date."

15.2  The following shall be added as a new Clause 18.6:-

      "18.6   Amendment Fee

      The Borrowers shall pay to the Bank an amendment fee of 0.75% of the
      maximum aggregate exposure of the Borrowers to the Bank as at the
      Effective Date within 2 Banking Days of the Effective Date"


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16    WARRANTS

      There shall be inserted the following as a new Clause 18.7.

      "18.7  Warrants

      The provisions of Clause 2.18 of the Multicurrency Agreement (Warrants)
      shall apply mutatis mutandis to this Agreement so that each of the Bank
      and NatWest shall receive a proportionate share (equal to its total
      commitment on the date of this Agreement under all of the RBS Group
      Facilities, including its exposure under any loan notes, divided by the
      Combined Commitments on the date of this Agreement) of 5% of the fully
      diluted common stock of APW."

17    GUARANTEES AND RELEASE OF GUARANTEES

      All obligations of each Borrower under the RBS Group Facilities shall,
      notwithstanding the provisions of the Waiver Letter and the Waiver Request
      but subject to Clauses 17.2 and 17.3 below, be guaranteed by each of the
      Guarantors (as defined in the Multicurrency Agreement).

17.2  The Bank hereby releases, with effect from the Effective Date but subject
      to Clause 17.3 below, each of the Dissolution Subsidiaries which are not
      Borrowers from their obligations and liabilities, whether actual,
      contingent or prospective, under any guarantee previously given to the
      Bank in respect of the obligations of the Borrowers to the Bank under the
      RBS Group Facilities.

17.3  If any Dissolution Subsidiary is not dissolved within 90 days of the
      Effective Date (or such longer period as the Bank may in its absolute
      discretion permit), each Borrower shall procure that such Dissolution
      Subsidiary duly executes each of the following within 120 days of the
      Effective Date (or such longer period as the Bank may in its absolute
      discretion permit):-

      17.3.1   a valid, binding and enforceable guarantee of the obligations of
               the Borrowers to the Bank in respect of the RBS Group Facilities,
               in substantially the same form as the Guaranties or Guarantees
               (depending on the domicile of the Dissolution Subsidiary); and

      17.3.2   a valid, binding and enforceable Deed of Accession to the
               Debenture, in substantially the form annexed as Schedule 2 to the
               Debenture.

17.4  The provisions contained in Clause 3.1(c) of the Multicurrency Agreement
      (Action with Non-Guarantors) shall apply mutatis mutandis to this
      Agreement.

17.5

18    GENERAL

18.1  The Borrowers hereby undertake that the Representations and Warranties set
      out in Clause 12 are true and accurate as of the date of this Agreement

18.2  All other terms and conditions of the Facility Agreement remain unchanged,
      save that the creation of the security evidenced by the Collateral
      Documents and all other security created in favour of the Security Trustee
      and the Bank is expressly permitted.


<PAGE>

18.3  A person who is not a party to this Facility Agreement has no right under
      the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the
      benefit of any term of the Facility Agreement.

18.4  The Borrowers shall on demand reimburse the Bank all reasonable costs
      including fees, costs and expenses (including legal fees and expenses)
      incurred in or in connection with the negotiation and execution of the UK
      Finance Documents and the US Finance Documents and shall pay all stamp,
      registration and other taxes to which any such document is, or at any time
      may be, subject and shall indemnify the Bank against any liabilities,
      expenses, costs or claims resulting from any failure to pay, or any delay
      in paying, such tax.

18.5  This Agreement shall be governed by and construed in accordance with the
      laws of England and the parties hereto submit to the jurisdiction of the
      English courts.



SIGNED FOR AND ON BEHALF OF:-

THE ROYAL BANK OF SCOTLAND plc

By:

APW ELECTRONICS GROUP PLC

By:



APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED

By:



APW ELECTRONICS LIMITED

By:



APW ENCLOSURES AB

By:



APW ENCLOSURES GmbH



<PAGE>

By:



VERO ELECTRONICS INC.

By:



APW ENCLOSURES S.A.

By:



APW ELECTRONICS S.r. L

By: