LIMITED WAIVER TO FINANCING AGREEMENT

LIMITED WAIVER TO FINANCING AGREEMENT, dated as of March 14, 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);

WHEREAS, Milacron has requested that the Agents and the Lenders waive compliance with certain provisions of the Financing Agreement relating to the timely filing with the Securities and Exchange Commission (the " SEC ") of an Annual Report on Form 10-K (or equivalent securities filing or any required amendment thereto) (a " Form 10-K ") containing Milacron’s internal control report (the " Report ") pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended; and

WHEREAS, the Lenders and the Agents are willing to waive compliance with such provisions in connection with the timely filing of such Report 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:

Section 1.1    Limited Waiver . Subject to the terms and conditions set forth herein, the Lenders hereby waive any inaccuracy in, or inability to make, representations and warranties in the Financing Agreement arising solely as a result of, or any Default or Event of Default under the Financing Agreement solely caused by, any delay in the timely filing of the Form 10-K or any amendment thereto containing the Report.

Section 1.2    Termination of Waiver . The waiver set forth in Section 1.1 hereof shall terminate and shall cease to be of further force and effect, without any further action by any Person, if (i) the Report is not filed as part of the Form 10-K or an amendment thereto on or before June 30, 2005 or (ii) the SEC or any other Governmental Authority commences an enforcement action or initiates any other formal action, suit or proceeding based upon any delay in the timely filing of the Report as part of the Form 10-K or an amendment thereto that could reasonably be expected to have a Material Adverse Effect. Upon any such termination, the Agents and the Lenders shall have all of their rights and remedies in respect of any Default or Event of Default under the Financing Agreement or any breach of the representations

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 Limited Waiver, in form and substance satisfactory to the Agents, certifying that the representations and warranties set forth in Section 3.3 hereof are true and correct as of such date.

(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