LIMITED WAIVER NO. 2 TO FINANCING AGREEMENT

LIMITED WAIVER NO. 2 TO FINANCING AGREEMENT, dated as of March 16, 2005 (this " Limited Waiver "), among Milacron Inc., a Delaware corporation (" Milacron "), each subsidiary of Milacron listed as a borrower or a guarantor on the signature pages thereto, the Lenders party thereto, JPMorgan Chase Bank, National Association, as administrative agent and collateral agent for the Lenders (in each such capacity, together with its successors in each such capacity, the " Administrative Agent " and " Collateral Agent ", respectively).

WHEREAS, Milacron, certain subsidiaries of Milacron, the Lenders named therein, the Agents and the other parties thereto have entered into that certain Financing Agreement dated as of June 10, 2004 (as amended, supplemented or otherwise modified from time to time, the " Financing Agreement "; capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Financing Agreement); and

WHEREAS, Milacron has requested that the Agents and the Lenders waive compliance with certain provisions of Section 7.03(b) of the Financing Agreement and waive certain Defaults or Events of Default that may have resulted from such noncompliance therewith, and the Lenders and the Agents are willing to provide such waivers on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements herein contained, each of the Loan Parties, the Lenders, and the Agents hereby agree as follows:

Subject to the terms and conditions set forth herein, the Lenders hereby waive any noncompliance by any Loan Party with Section 7.03(b) of the Financing Agreement with respect to the cumulative Consolidated EBITDA requirement for the six complete calendar months ending on December 31, 2004, and any Default or Event of Default that may have resulted therefrom, in each case solely as a result of any noncash charges arising in connection with any audit adjustment made after February 14, 2005 with respect to the Loan Parties’ captive insurance program with Milacron Assurance Ltd.

This Limited Waiver shall become effective as of the date first written above upon the satisfaction of the following conditions (such date, the " Waiver Effective Date "):

(a)    Delivery of Limited Waiver . Each Loan Party shall have delivered a duly executed counterpart of this Limited Waiver to the Agents.

(b)    Officer's Certificate . The Loan Parties shall have delivered to the Agents a certificate of a duly authorized officer of each Loan Party dated the date of this

(c)    Consent of Required Lenders . The Agents shall have received in writing the consent of the Required Lenders to enter into this Limited Waiver on behalf of the Required Lenders.

(d)    Agent Fees and Expenses . The Loan Parties shall have paid all reasonable, out-of-pocket fees and expenses (including, without limitation, reasonable fees, costs, client charges and expenses of counsel) incurred by the Agents arising from or relating to the negotiation, preparation, execution, delivery, performance and administration of this Limited Waiver and arising under or relating to the other Loan Documents to the extent invoiced and presented to the Administrative Borrower on or prior to the Limited Waiver Effective Date.

Section 3.1      Effect of Limited Waiver . Except as expressly set forth herein, this Limited Waiver shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agents or any Lender under the Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents in similar or different circumstances. This Limited Waiver shall constitute a "Loan Document" for all purposes of the Financing Agreement and all references to the Financing Agreement in any Loan Document shall mean the Financing Agreement as modified hereby.

Section 3.2      No Representations by Lenders or Agent . Each Loan Party hereby acknowledges that it has not relied on any representation, written or oral, express or implied, by any Lender or any Agent, other than those expressly c