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                                                                   Exhibit 10.34

                       AMENDMENT NO. 2 TO RIGHTS AGREEMENT

      THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment"), dated as of
June 9, 2004, is between Milacron Inc., a Delaware corporation (the "Company"),
and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder
Services, L.L.C.), a New Jersey limited liability company, as rights agent (the
"Rights Agent").

            WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of February 5, 1999, as amended by Amendment No. 1 to Rights
Agreement dated as of March 11, 2004, between the Company and the Rights Agent
(the "Rights Agreement"); and

            WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth below;

      NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

            1. Amendment to the first paragraph.

                  The first paragraph of the Rights Agreement is hereby amended
by deleting the phrase "par value $1.00 per share" in the last sentence thereof
and substituting therefor the phrase "par value $0.01 per share".

            2. Amendment to Section 1.

                  The definition of "Certificate of Designation" in Section 1 is
hereby amended by deleting the phrase "Preferred Stock" therein and substituting
therefor "Preferred Shares".

            3. Amendment to Exhibit A.

                  Exhibit A to the Rights Agreement is hereby replaced with
Exhibit A to this Amendment.

            4. Effectiveness.

            This Amendment shall be deemed effective as of June 9, 2004 as if
executed by both parties hereto on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby. Upon the effectiveness

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of this Amendment, the term "Rights Agreement" as used in the Rights Agreement
shall refer to the Rights Agreement as amended hereby.

            5. Miscellaneous.

            This Amendment shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state. This Amendment may be executed in any
number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal, or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.

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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date set forth above.

                                      MILACRON INC.,

                                       By:
                                           /s/ Ronald D. Brown
                                           ------------------------------------
                                           Name: Ronald D. Brown
                                           Title: Chairman, President and Chief
                                           Executive Officer

                                      MELLON INVESTOR SERVICES LLC, as Rights
                                      Agent,

                                       By:
                                           /s/ Linda Furher
                                           ------------------------------------
                                           Name: Linda Fuhrer
                                           Title: Assistant Vice President

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                                                                       EXHIBIT A

             AMENDED AND RESTATED CERTIFICATE OF THE VOTING POWERS,

                     DESIGNATIONS, PREFERENCES AND RELATIVE
                    PARTICIPATING, OPTIONAL AND OTHER SPECIAL
                     RIGHTS AND QUALIFICATIONS, LIMITATIONS
                           OR RESTRICTIONS OF SERIES A
                            PARTICIPATING CUMULATIVE
                               PREFERRED STOCK OF
                                  MILACRON INC.

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

      Milacron Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Company"), in accordance with the
provisions of Sections 103 and 151(g) thereof, DOES HEREBY CERTIFY:

            1. That by resolution of the Board of Directors of the Company dated
February 5, 1999, and by a Certificate of Designations filed in the office of
the Secretary of State of the State of Delaware on February 5, 1999, the Company
authorized a series of 300,000 shares of Serial Preference Stock of the Company
designated as Series A Participating Preferred Stock (the "Series A Preferred
Stock") and established the voting powers, preferences and relative,
participating, optional and other special rights of the Series A Preferred and
the qualifications, limitations or restrictions thereof.

            2. As of the date hereof no shares of Series A Preferred Stock are
outstanding and no shares of Series A Preferred Stock have been issued.

            3. That pursuant to the authority conferred on the Board of
Directors of the Company by its Restated Certificate of Incorporation and the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware, the Board of Directors on June 9, 2004 adopted the following
resolution amending the voting powers, preferences and relative, participating,
optional and other special rights of the Series A Preferred Stock and the
qualifications, limitations or restrictions thereof.

                  RESOLVED, that pursuant to the authority conferred upon the
      Board of Directors of the Company and the Restated Certificate of
      Incorporation and by the provisions of Section 151(g) of the General
      Corporation Law of the State of Delaware, the voting powers, preferences
      and relative, participating, optional and other special rights of the
      Series A Participating Cumulative Preferred Stock of the Company, and the
      qualifications, limitations or restrictions thereof be, and the same
      hereby are, amended in their entirety as follows:

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                  SECTION 1. Designation and Number of Shares. The shares of
      such series shall be designated as "Series A Participating Cumulative
      Preferred Stock" (the "Series A Preferred Stock"). The number of shares
      initially constituting the Series A Preferred Stock shall be 300,000;
      provided, however, that, if more than a total of 300,000 shares of Series
      A Preferred Stock shall be issuable upon the exercise of Rights (the
      "Rights") issued pursuant to the Rights Agreement dated as of February 5,
      1999, between the Company and Mellon Investor Services LLC (formerly known
      as ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited
      liability company, as Rights Agent (as such agreement may be amended from
      time to time, the "Rights Agreement"), the Board of Directors of the
      Company, pursuant to Section 151(g) of the General Corporation Law of the
      State of Delaware, shall direct by resolution or resolutions that a
      certificate be properly executed, acknowledged, filed and recorded, in
      accordance with the provisions of Section 103 thereof, providing for the
      total number of shares of Series A Preferred Stock authorized to be issued
      to be increased (to the extent that the Restated Certificate of
      Incorporation then permits) to the largest number of whole shares (rounded
      up to the nearest whole number) issuable upon exercise of such Rights.

                  SECTION 2. Dividends or Distributions. (a) Subject to the
      prior and superior rights of the holders of shares of the 4% Cumulative
      Preferred Stock of the Company (the "Preferred Stock"), any other series
      of Serial Preference Stock or any other class of capital stock of the
      Company ranking prior and superior to the shares of Series A Preferred
      Stock with respect to dividends, the holders of shares of the Series A
      Preferred Stock shall be entitled to receive, when, as and if declared by
      the Board of Directors, out of the assets of the Company legally available
      therefor, (1) quarterly dividends payable in cash on the last day of each
      fiscal quarter in each year, or such other dates as the Board of Directors
      of the Company shall approve (each such date being referred to herein as a
      "Quarterly Dividend Payment Date"), commencing on the first Quarterly
      Dividend Payment Date after the first issuance of a share or a fraction of
      a share of Series A Preferred Stock, in the amount of $.01 per whole share
      (rounded to the nearest cent) less the amount of all cash dividends
      declared on the Series A Preferred Stock pursuant to the following clause
      (2) since the immediately preceding Quarterly Dividend Payment Date or,
      with respect to the first Quarterly Dividend Payment Date, since the first
      issuance of any share or fraction of a share of Series A Preferred Stock
      (the total of which shall not, in any event, be less than zero) and (2)
      dividends payable in cash on the payment date for each cash dividend
      declared on the Common Stock in an amount per whole share (rounded to the
      nearest cent) equal to the Formula Number (as hereinafter defined) then in
      effect times the cash dividends then to be paid on each share of Common
      Stock. In addition, if the Company shall pay any dividend or make any
      distribution on the Common Stock payable in assets, securities or other
      forms of noncash consideration (other than dividends or distributions
      solely in shares of Common Stock), then, in each such case, the Company
      shall simultaneously pay or make on each outstanding whole share of Series
      A Preferred Stock a dividend or distribution in like kind equal to the
      Formula Number then in effect times such dividend or distribution on each
      share of the Common Stock. As used herein, the "Formula Number" shall be
      1,000; provided, however, that, if at any time after February 5, 1999, the
      Company shall (i) declare or pay any dividend on the Common Stock payable
      in shares of Common Stock or make any distribution on the Common Stock in
      shares of Common Stock, (ii) subdivide (by a stock

                                      A-2
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      split or otherwise) the outstanding shares of Common Stock into a larger
      number of shares of Common Stock or (iii) combine (by a reverse stock
      split or otherwise) the outstanding shares of Common Stock into a smaller
      number of shares of Common Stock, then in each such event the Formula
      Number shall be adjusted to a number determined by multiplying the Formula
      Number in effect immediately prior to such event by a fraction, the
      numerator of which is the number of shares of Common Stock that are
      outstanding immediately after such event and the denominator of which is
      the number of shares of Common Stock that are outstanding immediately
      prior to such event (and rounding the result to the nearest whole number);
      and provided further that, if at any time after February 5, 1999, the
      Company shall issue any shares of its capital stock in a merger,
      reclassification, or change of the outstanding shares of Common Stock,
      then in each such event the Formula Number shall be appropriately adjusted
      to reflect such merger, reclassification or change so that each share of
      Preferred Stock continues to be the economic equivalent of a Formula
      Number of shares of Common Stock prior to such merger, reclassification or
      change.

                  (b) The Company shall declare a dividend or distribution on
      the Series A Preferred Stock as provided in Section 2(a) immediately prior
      to or at the same time it declares a dividend or distribution on the
      Common Stock (other than a dividend or distribution solely in shares of
      Common Stock); provided, however, that, in the event no dividend or
      distribution (other than a dividend or distribution in shares of Common
      Stock) shall have been declared on the Common Stock during the period
      between any Quarterly Dividend Payment Date and the next subsequent
      Quarterly Dividend Payment Date, a dividend of $.01 per share on the
      Series A Preferred Stock shall nevertheless be payable on such subsequent
      Quarterly Dividend Payment Date. The Board of Directors may fix a record
      date for the determination of holders of shares of Series A Preferred
      Stock entitled to receive a dividend or distribution declared thereon,
      which record date shall be the same as the record date for any
      corresponding dividend or distribution on the Common Stock.

                  (c) Dividends shall begin to accrue and be cumulative on
      outstanding shares of Series A Preferred Stock from and after the
      Quarterly Dividend Payment Date next preceding the date of original issue
      of such shares of Series A Preferred Stock; provided, however, that
      dividends on such shares which are originally issued after the record date
      for the determination of holders of shares of Series A Preferred Stock
      entitled to receive a quarterly dividend and on or prior to the next
      succeeding Quarterly Dividend Payment Date shall begin to accrue and be
      cumulative from and after such Quarterly Dividend Payment Date.
      Notwithstanding the foregoing, dividends on shares of Series A Preferred
      Stock which are originally issued prior to the record date for the
      determination of holders of shares of Series A Preferred Stock entitled to
      receive a quarterly dividend on the first Quarterly Dividend Payment Date
      shall be calculated as if cumulative from and after the last day of the
      fiscal quarter next preceding the date of original issuance of such
      shares. Accrued but unpaid dividends shall not bear interest. Dividends
      paid on the shares of Series A Preferred Stock in an amount less than the
      total amount of such dividends at the time accrued and payable on such
      shares shall be allocated pro rata on a share-by-share basis among all
      such shares at the time outstanding.

                                      A-3
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                  (d) So long as any shares of the Series A Preferred Stock are
      outstanding, no dividends or other distributions shall be declared, paid
      or distributed, or set aside for payment or distribution, on the Common
      Stock unless, in each case, the dividend required by this Section 2 to be
      declared on the Series A Preferred Stock shall have been declared.

                  (e) The holders of the shares of Series A Preferred Stock
      shall not be entitled to receive any dividends or other distributions
      except as provided herein.

                  SECTION 3. Voting Rights. The holders of shares of Series A
      Preferred Stock shall have the following voting rights:

                  (a) Each holder of Series A Preferred Stock shall be entitled
      to a number of votes equal to the Formula Number then in effect, for each
      share of Series A Preferred Stock held of record on each matter on which
      holders of the Common Stock or stockholders generally are entitled to
      vote, multiplied by the maximum number of votes per share which any holder
      of the Common Stock or stockholders generally then have with respect to
      such matter (assuming any holding period or other requirement to vote a
      greater number of shares is satisfied).

                  (b) Except as otherwise provided herein or by applicable law,
      the holders of shares of Series A Preferred Stock and the holders of
      shares of Common Stock shall vote together as one class for the election
      of directors of the Company and on all other matters submitted to a vote
      of stockholders of the Company.

                  (c) If, at the time of any annual meeting of stockholders for
      the election of directors, the equivalent of six quarterly dividends
      (whether or not consecutive) payable on any share or shares of Series A
      Preferred Stock are in default, the number of directors constituting the
      Board of Directors of the Company shall be increased by two. In addition
      to voting together with the holders of Common Stock for the election of
      other directors of the Company, the holders of record of the Series A
      Preferred Stock, voting separately as a class to the exclusion of the
      holders of Common Stock, shall be entitled at said meeting of stockholders
      (and at each subsequent annual meeting of stockholders), unless all
      dividends in arrears have been paid or declared and set apart for payment
      prior thereto, to vote for the election of two directors of the Company,
      the holders of any Series A Preferred Stock being entitled to cast a
      number of votes per share of Series A Preferred Stock equal to the Formula
      Number. Until the default in payments of all dividends which permitted the
      election of said directors shall cease to exist, any director who shall
      have been so elected pursuant to the next preceding sentence may be
      removed at any time, without cause, only by the affirmative vote of the
      holders of the shares of Series A Preferred Stock at the time entitled to
      cast a majority of the votes entitled to be cast for the election of any
      such director at a special meeting of such holders called for that
      purpose, and any vacancy thereby created may be filled by the vote of such
      holders. If and when such default shall cease to exist, the holders of the
      Series A Preferred Stock shall be divested of the foregoing special voting
      rights, subject to revesting in the event of each and every subsequent
      like default in payments of dividends. Upon the termination of the
      foregoing special voting rights, the terms of office of all persons who
      may have been elected directors pursuant to said special voting rights
      shall forthwith terminate, and

                                      A-4
<PAGE>

      the number of directors constituting the Board of Directors shall be
      reduced by two. The voting rights granted by this Section 3(c) shall be in
      addition to any other voting rights granted to the holders of the Series A
      Preferred Stock in this Section 3.

                  (d) Except as provided herein, in Section 11 or by applicable
      law, holders of Series A Preferred Stock shall have no special voting
      rights and their consent shall not be required (except to the extent they
      are entitled to vote with holders of Common Stock as set forth herein) for
      authorizing or taking any corporate action.

                  SECTION 4. Certain Restrictions. (a) Whenever quarterly
      dividends or other dividends or distributions payable on the Series A
      Preferred Stock as provided in Section 2 are in arrears, thereafter and
      until all accrued and unpaid dividends and distributions, whether or not
      declared, on shares of Series A Preferred Stock outstanding shall have
      been paid in full, the Company shall not:

            (i) declare or pay dividends on, make any other distributions on, or
      redeem or purchase or otherwise acquire for consideration any shares of
      stock ranking junior (either as to dividends or upon liquidation,
      dissolution or winding up) to the Series A Preferred Stock;

            (ii) declare or pay dividends on or make any other distributions on
      any shares of stock ranking on a parity (either as to dividends or upon
      liquidation, dissolution or winding up) with the Series A Preferred Stock,
      except dividends paid ratably on the Series A Preferred Stock and all such
      parity stock on which dividends are payable or in arrears in proportion to
      the total amounts to which the holders of all such shares are then
      entitled;

            (iii) redeem or purchase or otherwise acquire for consideration
      shares of any stock ranking on a parity (either as to dividends or upon
      liquidation, dissolution or winding up) with the Series A Preferred Stock;
      provided that the Company may at any time redeem, purchase or otherwise
      acquire shares of any such parity stock in exchange for shares of any
      stock of the Company ranking junior (either as to dividends or upon
      dissolution, liquidation or winding up) to the Series A Preferred Stock;
      or

            (iv) purchase or otherwise acquire for consideration any shares of
      Series A Preferred Stock, or any shares of stock ranking on a parity with
      the Series A Preferred Stock, except in accordance with a purchase offer
      made in writing or by publication (as determined by the Board of
      Directors) to all holders of such shares upon such terms as the Board of
      Directors, after consideration of the respective annual dividend rates and
      other relative rights and preferences of the respective series and
      classes, shall determine in good faith will result in fair and equitable
      treatment among the respective series or classes.

                  (b) The Company shall not permit any subsidiary of the Company
      to purchase or otherwise acquire for consideration any shares of stock of
      the Company unless the Company could, under paragraph (a) of this Section
      4, purchase or otherwise acquire such shares at such time and in such
      manner.

                                      A-5
<PAGE>

                  SECTION 5. Liquidation Rights. Upon the liquidation,
      dissolution or winding up of the Company, whether voluntary or
      involuntary, no distribution shall be made (1) to the holders of shares of
      Common Stock or any other shares of stock ranking junior (either as to
      dividends or upon liquidation, dissolution or winding up) to the Series A
      Preferred Stock unless, prior thereto, the holders of shares of Series A
      Preferred Stock shall have received an amount equal to the accrued and
      unpaid dividends and distributions thereon, whether or not declared, to
      the date of such payment, plus an amount equal to the greater of (x) $.01
      per whole share or (y) an aggregate amount per share equal to the Formula
      Number then in effect times the aggregate amount to be distributed per
      share to holders of Common Stock or (2) to the holders of stock ranking on
      a parity (either as to dividends or upon liquidation, dissolution or
      winding up) with the Series A Preferred Stock, except distributions made
      ratably on the Series A Preferred Stock and all other such parity stock in
      proportion to the total amounts to which the holders of all such shares
      are entitled upon such liquidation, dissolution or winding up.

                  SECTION 6. Consolidation, Merger, Etc. In case the Company
      shall enter into any consolidation, merger, combination or other
      transaction in which the shares of Common Stock are exchanged for or
      changed into other stock or securities, cash or any other property, then
      in any such case the then outstanding shares of Series A Preferred Stock
      shall at the same time be similarly exchanged or changed into an amount
      per share equal to the Formula Number then in effect times the aggregate
      amount of stock, securities, cash or any other property (payable in kind),
      as the case may be, into which or for which each share of Common Stock is
      exchanged or changed. In the event both this Section 6 and Section 2
      appear to apply to a transaction, this Section 6 will control.

                  SECTION 7. No Redemption; No Sinking Fund. (a) The shares of
      Series A Preferred Stock shall not be subject to redemption by the Company
      or at the option of any holder of Series A Preferred Stock; provided,
      however, that the Company may purchase or otherwise acquire outstanding
      shares of Series A Preferred Stock in the open market or by offer to any
      holder or holders of shares of Series A Preferred Stock.

                  (b) The shares of Series A Preferred Stock shall not be
      subject to or entitled to the operation of a retirement or sinking fund.

                  SECTION 8. Ranking. The Series A Preferred Stock shall rank
      junior to the Preferred Stock and to all other series of Serial Preference
      Stock of the Company with respect to the payment of dividends and the
      distribution of assets upon liquidation, dissolution or winding up,
      unless, in the case of a series of Serial Preference Stock, the Board of
      Directors shall specifically determine otherwise in fixing the powers,
      preferences and relative, participating, optional and other special rights
      of the shares of such series and the qualifications, limitations and
      restrictions thereof.

                  SECTION 9. Fractional Shares. The Series A Preferred Stock
      shall be issuable upon exercise of the Rights issued pursuant to the
      Rights Agreement in whole shares or in any fraction of a share that is one
      one-thousandth (1/1,000) of a share or any integral multiple of such
      fraction which shall entitle the holder, in proportion to such

                                      A-6
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      holder's fractional shares, to receive dividends, exercise voting rights,
      participate in distributions and to have the benefit of all other rights
      of holders of Series A Preferred Stock. In lieu of fractional shares, the
      Company, prior to the first issuance of a share or a fraction of a share
      of Series A Preferred Stock, may elect (a) to make a cash payment as
      provided in the Rights Agreement for fractions of a share other than one
      one-thousandth (1/1,000) of a share or any integral multiple thereof or
      (b) to issue depository receipts evidencing such authorized fraction of a
      share of Series A Preferred Stock pursuant to an appropriate agreement
      between the Company and a depository selected by the Company; provided
      that such agreement shall provide that the holders of such depository
      receipts shall have all the rights, privileges and preferences to which
      they are entitled as holders of the Series A Preferred Stock.

                  SECTION 10. Reacquired Shares. Any shares of Series A
      Preferred Stock purchased or otherwise acquired by the Company in any
      manner whatsoever shall be retired and canceled promptly after the
      acquisition thereof. All such shares shall upon their cancelation become
      authorized but unissued shares of Serial Preference Stock, without
      designation as to series until such shares are once more designated as
      part of a particular series by the Board of Directors pursuant to the
      provisions of Article FOURTH of the Restated Certificate of Incorporation.

                  SECTION 11. Amendment. None of the powers, preferences and
      relative, participating, optional and other special rights of the Series A
      Preferred Stock as provided herein or in the Restated Certificate of
      Incorporation shall be amended in any manner which would alter or change
      the powers, preferences, rights or privileges of the holders of Series A
      Preferred Stock so as to affect them adversely without the affirmative
      vote of the holders of at least 66-2/3% of the outstanding shares of
      Series A Preferred Stock, voting as a separate class; provided, however,
      that no such amendment approved by the holders of at least 66-2/3% of the
      outstanding shares of Series A Preferred Stock shall be deemed to apply to
      the powers, preferences, rights or privileges of any holder of shares of
      Series A Preferred Stock originally issued upon exercise of the Rights
      after the time of such approval without the approval of such holder.

                  IN WITNESS WHEREOF, the Company has caused this Certificate to
      be duly executed in its corporate name on this 9th day of June, 2004.

                                                       MILACRON INC.,

                                                       by
                                                          ______________________
                                                          Name:
                                                          Title:

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