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                                                                     Exhibit 4.8

                     FORM OF GUARANTY (U.K. Subsidiaries)


     THIS GUARANTY is entered into as of ___ May, 2001, by:

     [__________________], (the "Guarantor"), in favour of Bank of America, N.A.
     as administrative agent and as security trustee pursuant to the Consent (in
     each capacity (as applicable), the "Agent") for the financial institutions
     (the "Banks") from time to time party to that certain Amended and Restated
     Multicurrency Credit Agreement dated as of ___ May, 2001 (as amended,
     restated, modified or refinanced from time to time, the "Credit Agreement")
     among APW Ltd. as borrower (the "Borrower"), the various financial
     institutions listed therein as banks (together with their respective
     successors and assigns), Bank One, N.A. as syndication agent, The Chase
     Manhattan Bank, as documentation agent and Bank of America N.A as
     administrative agent.

                                   Recitals

WHEREAS:

(A)  The Banks are willing to make certain Loans to the Borrower and issue
     certain letters of credit on the application of the Borrower, as provided
     in the Credit Agreement on the condition (among others) that the Guarantor
     enters into this Guaranty.

(B)  The Guarantor may derive benefits (which benefits are hereby acknowledged
     by the Guarantor) from the Loans and the Letters of Credit and other
     benefits to be provided to the Borrower under the Credit Agreement;

(C)  In order to induce the Banks to make such Loans available to the Borrower
     as provided in the Credit Agreement, and for other valuable consideration,
     the Guarantor has agreed to issue this Guaranty.

     NOW, THEREFORE, for good and valuable consideration, the Guarantor agrees
as follows:

1.   Definitions

     Unless otherwise defined herein, capitalized terms used in this Guaranty
     have the meanings given to them from time to time in the Credit Agreement
     save that "Consent" means a consent agreement dated ___ May, 2001 and made
     between each of the parties to the Credit Agreement.

2.   Guaranty

2.1  Guaranty

     The Guarantor hereby irrevocably, absolutely and unconditionally guarantees
     the full and punctual payment or performance when due, whether at stated
     maturity, by required prepayment, declaration, acceleration, demand or
     otherwise, of all of the Obligations of the Borrower (the "Guaranteed
     Obligations"), including Obligations in respect of amounts that would
     become due but for the operation of the automatic stay under Section 362(a)
     of the U.S. Bankruptcy Code, the operation of Sections 502(b) and 506(b) of
     the U.S. Bankruptcy Code or the operation of any comparable

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     provisions of laws of countries other than the United States; provided,
     however, that the Guarantor shall be liable under this Guaranty for the
     maximum amount of such liability that can be hereby incurred without
     rendering this Guaranty, as it relates to the Guarantor, voidable under
     applicable law relating to fraudulent conveyance, fraudulent transfer or
     other applicable law, and not for any greater amount and provided further
     that the Guaranteed Obligations shall exclude any obligation that would
     constitute unlawful financial assistance prohibited by Section 151 of the
     UK Companies Act 1985 or any analogous provision of any applicable law in
     any jurisdiction. This Guaranty constitutes a guaranty of payment and
     performance when due and not of collection, and the Guarantor specifically
     agrees that it shall not be necessary or required that the Agent or any
     Bank exercise any right, assert any claim or demand or enforce any remedy
     whatsoever against the Borrower (or any other Person) before or as a
     condition to the obligations of the Guarantor hereunder. The Agent or any
     Bank may permit the indebtedness of the Borrower to the Agent or any Bank
     to include indebtedness other than the Guaranteed Obligations, and may
     apply any amounts received from any source, other than from the Guarantor,
     to that portion of the Borrower's indebtedness to the Agent or any Bank
     which is not a part of the Obligations.

2.2  Currency

     Payments hereunder shall be made in the same currency as the Guaranteed
     Obligations so guaranteed.  If and to the extent payments hereunder are
     made in a different currency, payments required hereunder shall be
     increased to the extent necessary to avoid any loss to the Agent or the
     Banks on account of any change or changes in the value of such different
     currency from the currency of the applicable Guaranteed Obligations.

2.3  Obligations Independent

     The obligations hereunder are independent of the obligations of the
     Borrower, and a separate action or actions may be brought and prosecuted
     against the Guarantor whether any action is brought against the Borrower or
     whether the Borrower shall be joined in any such action or actions.

2.4  Authorisation of Renewals, Etc.

     The Guarantor authorizes the Agent and each Bank, without notice or demand
     and without affecting its liability hereunder, from time to time:

(a)  to renew, compromise, extend, accelerate or otherwise change the time for
     payments of, or otherwise change the terms of, the Guaranteed Obligations,
     including increase or decrease of the rate of interest thereon, or
     otherwise change the terms of the Credit Agreement or any other Loan
     Document, as permitted therein;

(b)  to receive and hold security for the payment of this Guaranty or the
     Guaranteed Obligations and exchange, enforce, waive, release, fail to
     perfect, sell, or otherwise dispose of any such security;

(c)  to apply such security and direct the order or manner of sale thereof as
     the Agent or any Bank, as the case may be, in its discretion may determine;
     and

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(d)  to release or substitute any one or more of any endorsers or guarantors of
     the Guaranteed Obligations.

     The Guarantor further agrees that the performance or occurrence of any of
     the acts or events described in clauses (a), (b), (c), and (d) above with
     respect to indebtedness or other obligations of the Borrower, other than
     the Guaranteed Obligations, to the Agent or any Bank, shall not affect the
     liability of the Guarantor hereunder.

2.5  Waiver of Certain Rights

     The Guarantor waives any right to require the Agent or any Bank:

(a)  to proceed against the Borrower or any other Person;

(b)  to proceed against or exhaust any security for the Guaranteed Obligations
     or any other indebtedness of the Borrower to the Agent or any Bank; or

(c)  to pursue any other remedy in the Agent's or any such Bank's power
     whatsoever.

2.6  Waiver of Certain Defenses

     The Guarantor waives any defense arising by reason of any disability or
     other defense of the Borrower or the cessation from any cause whatsoever of
     the liability of the Borrower, whether consensual or arising by operation
     of law or any bankruptcy, insolvency or debtor relief proceeding, or from
     any other cause, or any claim that the Guarantor's obligations exceed or
     are more burdensome than those of the Borrower.  The Guarantor waives all
     rights and defenses arising out of an election of remedies by the Agent, or
     any Bank, even though that election of remedies, such as a nonjudicial
     foreclosure with respect to security for the Guaranteed Obligations, has
     terminated the Guarantor's rights of subrogation and reimbursement against
     the Borrower by operation of applicable law, and all rights or defenses the
     Guarantor may have by reason of protection afforded to the Borrower with
     respect to the Guaranteed Obligations pursuant to any antideficiency laws
     or other laws of applicable jurisdiction limiting or discharging the
     Guaranteed Obligations.  The Guarantor waives any benefit of, and any right
     to participate in, any security or other guaranty now or hereafter held by
     the Agent or any Bank securing the Guaranteed Obligations.

2.7  Waiver of Presentments, Etc.

     The Guarantor waives all presentments, demands for performance, notices of
     nonperformance, protests, notices of protest, notices of dishonour and
     notices of acceptance of this Guaranty and of the existence or creation of
     new Guaranteed Obligations or any other indebtedness of the Borrower to the
     Agent or any Bank.

2.8  Information Relating to the Borrower

     The Guarantor acknowledges and agrees that it shall have the sole
     responsibility for obtaining from the Borrower such information concerning
     the Borrower's financial condition or business operations as the Guarantor
     may require, and that neither the Agent nor any Bank has any duty at any
     time to disclose to the Guarantor any information relating to the business,
     operations or financial condition of the Borrower.

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2.9   Right of Setoff

      In addition to any rights and remedies of the Banks provided by law, if
      the Guarantor has failed to make any payment due hereunder upon demand,
      each Bank is authorized at any time and from time to time, without prior
      notice to the Guarantor, any such notice being waived by the Guarantor to
      the fullest extent permitted by law, to set off and apply any and all
      deposits (general or special, time or demand, provisional or final)
      (including deposits in other currencies in amounts determined at the Spot
      Rate on the date of setoff) at any time held and other indebtedness at any
      time owing by such Bank to or for the credit or the account of the
      Guarantor against any and all obligations of the Guarantor now or
      hereafter existing under this Guaranty or any other Loan Document,
      irrespective of whether or not the Agent or such Bank shall have made
      demand under this Guaranty or any other Loan Document. Each Bank agrees
      promptly to notify the Guarantor and the Agent after any such set-off and
      application made by such Bank; provided, however, that the failure to give
      such notice shall not affect the validity of such set-off and application.
      The rights of each Bank under this Section 2.9 are in addition to the
      other rights and remedies (including, without limitation, other rights of
      set-off) which such Bank may have.

2.10  Subordination

      Any obligations of the Borrower to the Guarantor, now or hereafter
      existing, constituting obligations to the Guarantor as subrogee of the
      Agent or any Bank or resulting from the Guarantor's performance under this
      Guaranty, are hereby fully subordinated in time and priority of payment to
      the Obligations.

2.11  Reinstatement of Guaranty

      If any payment or transfer of any interest in property by the Borrower to
      the Agent or any Bank in fulfilment of any Guaranteed Obligation is
      rescinded or must at any time (including after the return or cancellation
      of this Guaranty) be returned, in whole or in part, by the Agent or any
      Bank to the Borrower or any other Person, upon the insolvency, bankruptcy
      or reorganization of the Borrower or otherwise, this Guaranty shall be
      reinstated with respect to any such payment or transfer, regardless of any
      such prior return or cancellation.

2.12  Powers

      It is not necessary for the Agent or any Bank to inquire into the powers
      of the Borrower or of the officers, directors, partners or agents acting
      or purporting to act on its behalf, and any Guaranteed Obligations made or
      created in reliance upon the professed exercise of such powers shall be
      guaranteed hereunder.

2.13  Taxes

(a)   Any and all payments by the Guarantor to each Bank or the Agent under this
      Guaranty shall be made free and clear of, and without deduction or
      withholding for, any Taxes. In addition, the Guarantor shall pay all Other
      Taxes.


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(b)   If the Guarantor shall be required by law to deduct or withhold any Taxes,
      Other Taxes or Further Taxes from or in respect of any sum payable
      hereunder to any Bank or the Agent, then:

(i)   the sum payable shall be increased as necessary so that, after making all
      required deductions and withholdings (including deductions and
      withholdings applicable to additional sums payable under this Section),
      such Bank or the Agent, as the case may be, receives and retains an amount
      equal to the sum it would have received and retained had no such
      deductions or withholdings been made;

(ii)  the Guarantor shall make such deductions and withholdings;

(iii) the Guarantor shall pay the full amount deducted or withheld to the
      relevant taxing authority or other authority in accordance with applicable
      law; and

(iv)  the Guarantor shall also pay to each Bank or the Agent for the account of
      such Bank, at the time interest is paid, on request of such Bank after
      such incurrence, Further Taxes in the amount that the respective Bank
      determines in good faith as necessary to preserve the after-tax yield such
      Bank would have received if such Taxes, Other Taxes or Further Taxes had
      not been imposed.

(c)   The Guarantor agrees to indemnify and hold harmless each Bank and the
      Agent for the full amount of (i) Taxes, (ii) Other Taxes, and (iii)
      Further Taxes in the amount that the respective Bank determines in good
      faith as necessary to preserve the after-tax yield such Bank would have
      received if such Taxes, Other Taxes or Further Taxes had not been imposed,
      and any liability (including penalties, interest, additions to tax and
      expenses) arising therefrom or with respect thereto, whether or not such
      Taxes, Other Taxes or Further Taxes were correctly or legally asserted;
      provided, that the Guarantor shall not be required to indemnify a Bank for
      any such liability which arose because of the failure of said Bank to make
      a payment for more than five days after such Bank became aware of the
      requirement to make such payment. Payment under this indemnification shall
      be made within 30 days after the date the applicable Bank or the Agent
      makes written demand therefor.

(d)   Within 30 days after the date of any payment by the Guarantor of Taxes,
      Other Taxes or Further Taxes, the Guarantor shall furnish to each Bank or
      the Agent the original or a certified copy of a receipt evidencing payment
      thereof, or other evidence of payment satisfactory to such Bank or the
      Agent.

(e)   For purposes of this Section, (i) "Taxes" means any and all present or
      future taxes, levies, assessments, imposts, duties, deductions, fees,
      withholdings or similar charges, and all liabilities with respect thereto,
      excluding, in the case of each Bank and the Agent, respectively, taxes
      imposed on or measured by its net income by the jurisdiction (or any
      political subdivision thereof) under the laws of which such Bank or the
      Agent, as the case may be, is organized or maintains a lending office in
      respect of the Credit Agreement; (ii) "Other Taxes" means any present or
      future stamp, court or documentary taxes or any other excise or property
      taxes, charges or similar levies which arise from any payment made
      hereunder or from the execution, delivery, performance, enforcement or
      registration of, or otherwise with respect to, this Guaranty; and (iii)
      "Further Taxes" means any and all present or future taxes, levies,
      assessments, imposts, duties, deductions, fees, withholdings or similar
      charges


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     (including, without limitation, net income taxes and franchise taxes), and
     all liabilities with respect thereto, imposed by any jurisdiction on
     account of amounts payable or paid pursuant to this Section.

3.   Representations and Warranties

     The Guarantor represents and warrants to the Agent and each Bank as
     follows:

3.1  Existence and Power

     The Guarantor (a)  is a corporation duly incorporated and validly existing
     under the laws of the jurisdiction of its incorporation; (b) has the power
     and authority and all governmental licenses, authorizations, consents and
     approvals to own its assets, carry on its business and to execute, deliver,
     and perform its obligations under this Guaranty and any other Loan Document
     to which it is a party; (c) is duly qualified as a foreign corporation, and
     licensed and in good standing, under the laws of each jurisdiction where
     its ownership, lease or operation of property or the conduct of its
     business requires such qualification or license except to the extent
     failure to so qualify would not have a Material Adverse Effect; and (d) is
     in compliance with all Requirements of Law except to the extent the failure
     to so comply would not have a Material Adverse Effect.

3.2  Corporate Authorization; No Contravention

     The execution, delivery and performance by the Guarantor of this Guaranty
     and any other Loan Document to which it is party, have been duly authorized
     by all necessary corporate action, and do not and will not (a) contravene
     the terms of any of the Guarantor's Organic Documents; (b) conflict with or
     result in any material breach or contravention of, or the creation of any
     lien under, any document evidencing any material Contractual Obligation to
     which the Guarantor is a party or any order, injunction, writ or decree of
     any Governmental Authority to which the Guarantor or its property is
     subject; or (c) violate any Requirement of Law.

3.3  Governmental Authorization

     No approval, consent, exemption, authorization, or other action by, or
     notice to, or filing with, any Governmental Authority is necessary or
     required in connection with the execution, delivery or performance by, or
     enforcement against, the Guarantor of this Guaranty or any other Loan
     Document to which it is a party save for certain registrations necessary to
     perfect any security given by the Guarantor in securing its obligations
     under this Guaranty.

3.4  Binding Effect

     This Guaranty and each other Loan Document to which the Guarantor is a
     party constitute the legal, valid and binding obligations of the Guarantor,
     enforceable against the Guarantor in accordance with their respective
     terms, except as enforceability may be limited by applicable bankruptcy,
     insolvency, or similar laws affecting the enforcement of creditors' rights
     generally or by equitable principles relating to enforceability save for
     certain registrations necessary to perfect any security given by the
     Guarantor in securing its obligations under this Guaranty.

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3.5  Regulated Entities

     The Guarantor is not subject to any statute or regulation limiting its
     ability to incur or guarantee Debt.

4.   Miscellaneous

4.1  Application of Payments on Guaranty

     All payments required to be made by the Guarantor hereunder shall, unless
     otherwise expressly provided herein, be made to the Agent for the account
     of the Banks at the Administrative Agent's Payment Office.  The Agent will
     promptly distribute to each Bank its share of such payment in like funds as
     received.  Payments received from the Guarantor shall, unless otherwise
     expressly provided herein, be applied to costs, fees, or other expenses due
     under the Loan Documents, any interest, any principal due under the Loan
     Documents and any other Guaranteed Obligations, in such order as the Agent,
     with the consent of or at the request of the Required Banks, shall
     determine.

4.2  Assignments and Participations

     Any Bank may from time to time, without notice to the Guarantor and without
     affecting the Guarantor's obligations hereunder, transfer its interest in
     the Guaranteed Obligations to Participants and Assignees as provided in the
     Credit Agreement.  The Guarantor agrees that each such transfer will give
     rise to a direct obligation of the Guarantor to each such Participant and
     Assignee and that each such Participant and Assignee shall have the same
     rights and benefits under this Guaranty as it would have if it were a Bank
     party to the Credit Agreement and this Guaranty.

4.3  Loan Document

     This Guaranty is a Loan Document executed and delivered pursuant to the
     Credit Agreement and shall (unless otherwise expressly indicated herein) be
     construed, administered and applied in accordance with the terms and
     provisions thereof.

4.4  Waivers; Writing Required

     No delay or omission by the Agent or any Bank to exercise any right under
     this Guaranty shall impair any such right, nor shall it be construed to be
     a waiver thereof.  No waiver of any single breach or default under this
     Guaranty shall be deemed a waiver of any other breach or default.  Any
     amendment or waiver of any provision of this Guaranty must be in writing
     and signed by the Guarantor and the Agent, with the written consent of the
     Required Banks or all of the Banks, in accordance with the terms of Section
     10.1 of the Credit Agreement.

4.5  Remedies

     All rights and remedies provided in this Guaranty and any instrument or
     agreement referred to herein are cumulative and are not exclusive of any
     rights or remedies otherwise provided by law.  Any single or partial
     exercise of any right or remedy shall not preclude the further exercise
     thereof or the exercise of any other right or remedy.

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4.6  Costs and Expenses

     The Guarantor agrees to pay or reimburse the Agent and each Bank within
     five Business Days after demand for all reasonable costs and expenses
     (including Attorney Costs) incurred by them in connection with the
     enforcement, attempted enforcement, or preservation of any rights or
     remedies under this Guaranty (including in connection with any "workout" or
     restructuring regarding amounts due under this Guaranty, and including in
     any insolvency proceeding or appellate proceeding).

4.7  Severability

     The illegality or unenforceability of any provision of this Guaranty or any
     instrument or agreement referred to herein shall not in any way affect or
     impair the legality or enforceability of the remaining provisions of this
     Guaranty or any instrument or agreement referred to herein.

4.8  Governing Law and Jurisdiction

(a)  THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
     LAW OF THE STATE OF ILLINOIS; PROVIDED THAT THE AGENT AND THE BANKS SHALL
     RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY AND ANY OTHER
     LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS OR OF
     THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND BY EXECUTION
     AND DELIVERY OF THIS GUARANTY, THE GUARANTOR, CONSENTS, FOR ITSELF AND IN
     RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
     EACH OF THE GUARANTOR, THE AGENT AND THE BANKS IRREVOCABLY WAIVES ANY
     OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF
     VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
     HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
     JURISDICTION IN RESPECT OF THIS GUARANTY OR ANY DOCUMENT RELATED HERETO.
     THE GUARANTOR, THE AGENT AND THE BANKS EACH WAIVE PERSONAL SERVICE OF ANY
     SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
     PERMITTED BY ILLINOIS LAW.

4.9  Waiver of Jury Trial

     THE GUARANTOR, THE BANKS AND THE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS
     TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
     OUT OF OR RELATED TO THIS GUARANTY, THE OTHER LOAN DOCUMENTS, OR THE
     TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR
     OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY
     OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
     CLAIMS, OR OTHERWISE.  THE GUARANTOR, THE BANKS AND THE AGENT EACH AGREE
     THAT ANY


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      SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
      JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
      RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
      AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE
      OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS GUARANTY
      OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS
      WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
      MODIFICATIONS TO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.

4.10  Judgment

      If, for the purposes of obtaining judgment in any court, it is necessary
      to convert a sum due hereunder in one currency into another currency, the
      rate of exchange used shall be that at which in accordance with its normal
      banking procedures the Agent could purchase the first currency with such
      other currency on the Business Day preceding that on which final judgment
      is given. The obligation of the Guarantor in respect of any such sum due
      from it to the Agent hereunder shall, notwithstanding any judgment in a
      currency (the "Judgment Currency") other than that in which such sum is
      denominated in accordance with the applicable provisions of this Guaranty
      (the "Agreement Currency"), be discharged only to the extent that on the
      Business Day following receipt by the Agent of any sum adjudged to be so
      due in the Judgment Currency, the Agent may in accordance with normal
      banking procedures purchase the Agreement Currency with the Judgment
      Currency. If the amount of the Agreement Currency so purchased is less
      than the sum originally due to the Agent in the Agreement Currency, the
      Guarantor agrees, as a separate obligation and notwithstanding any such
      judgment, to indemnify the Agent or the Person to whom such obligation was
      owing against such loss.

4.11  Entire Agreement

      This Guaranty (a) integrates all the terms and conditions mentioned herein
      or incidental hereto, (b) supersedes all oral negotiations and prior
      writings with respect to the subject matter hereof, and (c) is intended by
      the parties as the final expression of the agreement with respect to the
      terms and conditions set forth in this Guaranty and any such instrument,
      agreement and document and as the complete and exclusive statement of the
      terms agreed to by the parties.

      IN WITNESS WHEREOF, the Guarantor has executed this Guaranty by its duly
authorized officer as of the day and year first above written.


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Signed by [____________________] acting by         )
 ______________________                            )

                                                    ____________________________