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                                                                   EXHIBIT 10.52

                            CINCINNATI MILACRON INC.
                          1994 LONG-TERM INCENTIVE PLAN
                          AS AMENDED FEBRUARY 10, 2004

SECTION 1. GENERAL PROVISIONS

1.1    PURPOSES

       The purposes of the 1994 Long-Term Incentive Plan (the "Plan") of
       Cincinnati Milacron Inc. (the "Company") are to promote the interests of
       the Company and its shareowners by (i) helping to attract and retain
       individuals of outstanding ability; (ii) strengthening the Company's
       capability to develop, maintain and direct a competent management team;
       (iii) motivating key employees, by means of performance-related
       incentives; (iv) providing incentive compensation opportunities which are
       competitive with those of other major corporations; and (v) enabling such
       individuals to participate in the long-term growth and financial success
       of the Company.

1.2    DEFINITIONS

       "Affiliate" - means any corporation or other entity which is not a
       Subsidiary but as to which the Company possesses a direct or indirect
       ownership interest and has power to exercise management control.

       "Award" - means a Stock Option grant, a Restricted Stock grant and/or a
       Performance Award under the Plan.

       "Board of Directors" - means the board of directors of the Company.

       "Code" - means the Internal Revenue Code of 1986, as it may be amended
       from time to time.

       "Committee" - means those members of the Personnel and Compensation
       Committee of the Board of Directors, none of whom are Participants except
       under Section 5 herein, who are disinterested with regard to the Plan as
       set forth in Rule 16b of the Exchange Act and who qualify as an outside
       director pursuant to Code Section 162(m) and any regulations issued
       thereunder.

       "Common Stock" - means the common shares of the Company.

       "Corporation" - means the Company, its divisions, Subsidiaries and
       Affiliates.

       "Cost of Capital" - means dividends paid by the Company on its preferred
       and common stock adjusted to a pre-tax basis plus consolidated pre-tax
       interest expense.

       "Director" - means a member of the Board of Directors of the Company.

       "Disability Date" - means the date on which a Participant is deemed
       disabled under the employee benefit plans of the Corporation applicable
       to the Participant.


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       "Employee" - means any salaried employee of the Corporation.

       "EVA" - means Economic Value Added, which is the amount by which the
       before-tax earnings before interest costs exceeds or is less than the
       Cost of Capital as approved by the Board of Directors and the Company's
       independent auditors.

       "Exchange Act" - means the Securities Exchange Act of 1934, as amended.

       "Fair Market Value" - means the average of the high and low prices of the
       Common Stock on the date on which it is to be valued hereunder, as
       reported for New York Stock Exchange-Composite Transactions, or if there
       were no sales of Common Stock on that day, the next preceding day on
       which there were sales.

       "Incentive Stock Options" - means Stock Options which constitute
       "incentive stock options" under Section 422 (or any successor section) of
       the Code.

       "Non-Employee Director" - means a Director who is not an Employee.

       "Non-Qualified Stock Options" - means Stock Options which do not
       constitute Incentive Stock Options.

       "Participant" - means an Employee who is selected by the Committee to
       receive an Award under the Plan.

       "Performance Award" - means an award of cash or Common Stock pursuant to
       Section 4.

       "Performance Cycle" - means a fiscal year of the Company in which this
       Plan is in effect.

       "Restricted Period" - means the period of up to three (3) years selected
       by the Committee during which a grant of Restricted Stock may be
       forfeited to the Company.

       "Restricted Stock" - means shares of Common Stock contingently granted to
       a Participant under Sections 3, 4 or 5 of the Plan.

       "Retirement Date" - means the actual date of retirement from the Company
       (i) for those Participants who have attained age 55 and have at least ten
       Years of Credited Service (as that term is defined in the Cincinnati
       Milacron Retirement Plan); or, (ii) as may be determined under a
       temporary early retirement program.

       "Return on Capital" - means the pre-tax earnings of the Corporation as
       approved by the Committee plus consolidated pre-tax interest expense.

       "Share Value" - means the average of the Fair Market Value of the Common
       Stock for the two month period following the end of the Performance
       Cycle.

       "Stock Options" - means an Incentive Stock Option and/or a Non-Qualified
       Stock Option granted under Section 2 of the Plan.


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       "Subsidiary" - means any corporation in which the Company possesses
       directly or indirectly fifty percent (50%) or more of the total combined
       voting power of all classes of its stock.

1.3    ADMINISTRATION

       The Plan shall be administered by the Committee, which shall at all times
       consist of three or more members. The Committee shall have sole and
       complete authority to adopt, alter and repeal such administrative rules,
       guidelines and practices governing the operation of the Plan as it shall
       from time to time deem advisable, and to interpret the terms and
       provisions of the Plan. The Committee's decisions are binding upon all
       parties.

1.4    ELIGIBILITY

       All Employees who have demonstrated significant management potential or
       who have contributed in a substantial measure to the successful
       performance of the Corporation, as determined by the Committee, are
       eligible to be Participants in the Plan. Also, in instances where another
       corporation or other business entity is being acquired by the Company,
       and the Company has assumed outstanding employee option grants and/or the
       obligation to make future or potential grants under a prior existing plan
       of the acquired entity, adjustments are permitted at the discretion of
       the Committee subject to Section 1.5(a) below. Awards to Employees are
       made at the discretion of the Committee. Non-Employee Directors shall
       also participate pursuant to Section 5 herein.

1.5    SHARES RESERVED

       (a) There shall be reserved for grant pursuant to the Plan a total of
           2,000,000 shares of Common Stock. In the event that (i)a Stock Option
           expires or is terminated unexercised as to any shares covered
           thereby, or (ii) Restricted Stock grants, other than those to the
           Company's officers and Non-Employee Directors, are forfeited or
           unearned for any reason under the Plan, such shares shall thereafter
           be again available for grant pursuant to the Plan.

       (b) In the event of any change in the outstanding shares of Common Stock
           by reason of any stock dividend or split, recapitalization, merger,
           consolidation, spin-off, combination or exchange of shares or other
           corporate change, or any distributions to common shareholders other
           than cash dividends, the Committee shall make such substitution or
           adjustment, if any, as it deems to be equitable, as to the number or
           kind of shares of Common Stock or other securities granted or
           reserved for grant pursuant to the Plan, the number of outstanding
           Stock Options and the option price thereof, and the number of payable
           Performance Awards and shares of Restricted Stock.

1.6    CHANGE OF CONTROL

       Change of Control shall mean -

       o      a Person or Group other than a trustee or other fiduciary of
              securities held under an employee benefit plan of the Company or
              any of its subsidiaries, is or becomes a Beneficial Owner,
              directly or indirectly, of stock of the Company representing 20%
              or more of the total voting power of the Company's then
              outstanding stock and securities;


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              provided, however, that for purposes of this subsection (a), the
              following acquisitions shall not constitute a Change of Control:
              (i) any acquisition directly from the Company, (ii) any
              acquisition by the Company, (iii) any acquisition by any employee
              benefit plan (or related trust) sponsored or maintained by the
              Company or any corporation controlled by the Company or (iv) any
              acquisition by any corporation pursuant to a transaction which
              complies with clause (i) of section (c) of this section;

       o      individuals who, as of the date hereof, constitute the Board (the
              "Incumbent Board"), cease for any reason to constitute a majority
              thereof; provided, however, that any individual becoming a
              director whose election, or nomination for election by the
              Company's stockholders, was approved by a vote of at least 60% of
              the directors then comprising the Incumbent Board shall be
              considered as though such individual was a member of the Incumbent
              Board, but excluding, for this purpose, any such individual whose
              initial assumption of office occurs as a result of an actual or
              threatened election contest with respect to the election or
              removal of directors or other actual or threatened solicitation of
              proxies or consents by or on behalf of a Person or Group other
              than the Board;

       o      there is consummated a merger, consolidation or other corporate
              transaction, other than (i) a merger, consolidation or transaction
              that would result in the voting securities of the Company
              outstanding immediately prior to such merger, consolidation or
              transaction continuing to represent (either by remaining
              outstanding or by being converted into voting securities of the
              surviving entity or any parent thereof) at least 66?% of the
              combined voting power of the stock and securities of the Company
              or such surviving entity or any parent thereof outstanding
              immediately after such merger, consolidation or transaction, or
              (ii) a merger, consolidation or transaction effected to implement
              a recapitalization of the Company (or similar transaction) in
              which no Person or Group is or becomes the Beneficial Owner,
              directly or indirectly, of stock and securities of the Company
              representing more than 20% of the combined voting power of the
              Company's then outstanding stock and securities;

       o      the sale or disposition by the Company of all or substantially all
              of the Company's assets other than a sale or disposition by the
              Company of all or substantially all of the assets to an entity at
              least 66?% of the combined voting power of the stock and
              securities of which is owned by Persons in substantially the same
              proportions as their ownership of the Company's voting stock
              immediately prior to such sale; or

       o      the stockholders of the Company approve a plan of complete
              liquidation or dissolution of the Company.

       "Person" shall mean any person (as defined in Section 3(a)(9) of the
       Securities Exchange Act (the "Exchange Act"), as such term is modified in
       Section 13(d) and 14(d) of the Exchange Act) other than (i) any employee
       plan established by the Company, (ii) any affiliate (as defined in Rule
       12b-2 promulgated under the Exchange Act) of the Company, (iii) an
       underwriter temporarily holding securities pursuant to an offering of
       such securities, or (iv) a corporation owned, directly or indirectly, by
       stockholders of the Company in substantially the same proportions as
       their ownership of the Company. "Group" shall mean any group as defined
       in Section 14(d)(2) of the Exchange Act. "Beneficial Owner" shall mean
       beneficial owner as defined in Rule 13d-3 under the Exchange Act.


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       In the event of a Change of Control of the Company (1) all time periods
       relating to the exercise or realization of Awards shall be accelerated so
       that such Awards may be exercised or realized in full beginning
       immediately following the Change of Control and extending for the
       remaining normal exercise period, (ii) all Common Stock deferred pursuant
       to Section 4(c) herein shall be released to the participant, and (iii)
       all Performance Awards eligible to be earned for the outstanding
       Performance Cycle will be immediately payable in full.

       Notwithstanding any other provision of this Plan to the contrary, and
       only with respect to Awards granted on or after February 10, 2004, a
       "Change of Control" shall not occur solely as a result of a financial
       restructuring or recapitalization of the Company that may occur during
       2004 (the "2004 Restructuring") and, accordingly, the occurrence of the
       2004 Restructuring shall not result in, among other things, (a) the
       accelerated vesting, exercisability, release, realization or payment of
       any such Awards and (b) the deemed satisfaction of any performance
       criteria related to any such Awards.

1.7    WITHHOLDING

       The Corporation shall have the right to deduct from all amounts paid in
       cash any taxes required by law to be withheld therefrom. In the case of
       payments of Awards in the form of Common Stock, the amount of any taxes
       required to be withheld with respect to such Common Stock from the
       Participant may, at the Committee's discretion, be paid in cash, by
       tender by the Employee of the number of shares of Common Stock whose Fair
       Market Value equals the amount required to be withheld or, except for
       Non-Employee Directors receiving Awards of Common Stock pursuant to
       Section 5 herein, use of the Company's Key Employee Withholding Tax Loan
       Program.

1.8    NONTRANSFERABILITY

       No Award shall be assignable or transferable except by will or the laws
       of descent and distribution, and no right or interest of any Participant
       shall be subject to any lien, obligation or liability of the Participant.

1.9    NO RIGHT TO EMPLOYMENT

       No person shall have any claim or right to be granted an Award, and the
       grant of an Award shall not be construed as giving a Participant the
       right to be retained in the employ of the Corporation. Further, the
       Corporation expressly reserves the right at any time to dismiss a
       Participant free from any liability, or any claim under the Plan, except
       as provided herein or in a Stock Option or Restricted Stock agreement.

1.10   CONSTRUCTION OF THE PLAN

       The validity, construction, interpretation, administration and effect of
       the Plan and of its rules and regulations, and rights relating to the
       Plan, shall be determined solely in accordance with the laws of Ohio.


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1.11   AMENDMENT

       (a) The Board of Directors may amend, suspend or terminate the Plan or
           any portion thereof at anytime, provided that no amendment shall be
           made without stockholder approval which shall (i) increase (except as
           provided in Section 1.5(b) hereof) the total number of shares
           reserved for grant pursuant to the Plan, (ii) change the class of
           Employees eligible to be Participants, (iii) decrease the minimum
           option prices stated in Section 2.1 hereof (other than to change the
           manner of determining Fair Market Value to conform to any then
           applicable provision of the Code or regulations thereunder), or (iv)
           extend the maximum period during which Non-Qualified Stock Options or
           Incentive Stock Options may be exercised or reduce the restriction
           period for Restricted Stock Awards (except as provided in Section 1.6
           hereof).

       (b) With the consent of the Participant adversely affected thereby, the
           Committee may amend or modify any outstanding Award in any manner not
           inconsistent with the terms of the Plan, including without
           limitation, to change the date or dates as of which (i) a Stock
           Option becomes exercisable, (ii) the restrictions on shares of
           Restricted Stock are removed or (iii) a Performance Award is payable.

  1.12   AUTHORITY OF COMMITTEE

        Subject to the provisions of the Plan, the Committee shall have the sole
        and complete authority to determine the Employees to receive Awards,
        and:

       (a) Stock Options. The number of shares to be covered by each Stock
           Option and the conditions and limitations, if any. in addition to
           those set forth in Section 2.2 hereof, applicable to the exercise of
           the Stock Option shall be determined by the Committee. The Committee
           shall have the authority to grant Incentive Stock Options, or to
           grant Non-Qualified Stock Options, or to grant both types of Stock
           Options.

           In the case of Incentive Stock Options, the maximum aggregate Fair
           Market Value (at the date of grant) of the shares, under this Plan or
           any other plan of the Company or a corporation which (at the date of
           grant) is a parent of the Company or a Subsidiary, which are
           exercisable by an Employee for the first time during any calendar
           year shall not exceed $100,000 or, if different, the maximum
           limitation in effect at the time of grant under Section 422 of the
           Code, or any successor provision.

       (b) Restricted Stock. The number of shares of Restricted Stock to be
           granted to each Participant, the duration of the Restricted Period
           during which and the conditions under which the Restricted Stock may
           be forfeited to the Company, and the terms and conditions of the
           Award in addition to those contained in Section 3.1 shall be
           determined by the Committee. Such determinations shall be made by the
           Committee at the time of the grant.

1.13   EFFECTIVE DATES

       The Plan shall be effective on January 2, 1994, and shall expire on the
       earlier of (i) a date determined by the Board of Directors, or (ii) the
       full use of the shares reserved for grant pursuant to the Plan, provided
       however, that the Plan shall be null and void unless approved at the 1994
       annual meeting of the shareholders of the Company.


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1.14   GOVERNMENT AND OTHER REGULATIONS

       The obligation of the Company with respect to Awards shall be subject to
       all applicable laws, rules and regulations and such approvals by any
       governmental agencies as may be required, including, without limitation,
       the effectiveness of any registration statement required under the
       Securities Act of 1933, and the rules and regulations of any securities
       exchange on which the Common Stock may be listed. For so long as the
       Common Stock is registered under the Exchange Act, the Company shall use
       its reasonable efforts to comply with any legal requirements (a) to
       maintain a registration statement in effect under the Securities Act of
       1933 with respect to all shares of Common Stock that may be issued to
       Holders under the Plan, and (b) to file in a timely manner all reports
       required to be filed by it under the Exchange Act.

1.15    NON-EXCLUSIVITY

        Neither the adoption of the Plan by the Board of Directors nor the
        submission of the Plan to the stockholders of the Company for approval
        shall be construed as creating any limitations on the power of the Board
        of Directors to adopt such other incentive arrangements as it may deem
        desirable including, without limitation, the granting of stock options
        and the awarding of stock and cash otherwise than under the Plan, and
        such arrangements may be either generally applicable or applicable only
        in specific cases.

1.16    FORFEITURE PROVISION

        If the Employee has (i) used for profit or disclosed confidential
        information or trade secrets of the Company to unauthorized persons, or
        (ii) breached any contract with or violated any legal obligations to the
        Company, or (iii) failed to make himself or herself available to consult
        with, supply information to, or otherwise cooperate with the Company at
        reasonable times and upon a reasonable basis, or (iv) engaged in any
        other activity which would constitute grounds for his or her discharge
        for cause by the Company or a Subsidiary, the Employee will forfeit all
        undelivered portions of an Award.

SECTION 2: STOCK OPTIONS

2.1    OPTION PRICE

       The Committee shall establish the option price at the time each Stock
       Option is granted, which price shall not be less than 100% of the Fair
       Market Value of the Common Stock on the date of grant. The option price
       shall be subject to adjustment in accordance with the provisions of
       Section 1.5(b) hereof.

2.2    EXERCISE OF OPTIONS

       (a) Except as stated in Section 2.2(c), each Stock Option by its terms
           shall require the Participant to remain in the continuous employ, or
           service to the Board of Directors if the individual is a Non-Employee
           Director and awarded Stock Options under Section 5 herein, of the
           Corporation for at least two years from the date of grant of the
           Stock Option before any part of the Stock Option shall be
           exercisable. Non-Qualified Stock



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           Options and Incentive Stock Options may not be exercisable later than
           ten years after their date of grant.

       (b) Stock Options shall become exercisable in installments with
           twenty-five percent (25%) becoming exercisable upon the second
           anniversary of the date of grant of the Stock Option and additional
           increments of twenty-five percent (25%) of the Stock Option shall
           become exercisable on each anniversary thereafter until the entire
           Stock Option is exercisable.

       (c) In the event a Participant ceases to be an Employee or a Non-Employee
           Director as a result of his death, all time periods related to the
           exercise of any outstanding Stock Options shall be accelerated and
           the Stock Options shall become exercisable immediately following the
           Participant's death and extending for the remaining normal exercise
           period. In the event a Participant ceases to be an Employee or a
           Non-Employee Director upon the occurrence of his Retirement Date,
           Disability Date, or otherwise with the consent of the Committee, his
           Stock Options shall be exercisable as described in 2.2(b) above as if
           the individual had remained as an Employee or Non-Employee Director.
           The Committee may at any time and with regard to all Participants or
           any individual Participant accelerate time periods related to the
           exercise of any outstanding Stock Options, and the Stock Option shall
           become exercisable immediately thereafter and extending for the
           remaining normal exercise period. In all other circumstances when a
           Participant ceases to be an Employee or a Non-Employee Director, his
           rights under all Stock Options shall terminate immediately.

       (d) Each Stock Option shall be confirmed by a Stock Option agreement
           executed by the Company and by the Participant which agreement shall
           designate the Stock Options granted as Incentive Stock Options or
           Non-Qualified Stock Options. The option price of each share as to
           which an Option is exercised shall be paid in full five (5) days from
           the date of such exercise, but in no event shall the shares issued
           pursuant to said option exercise be delivered to the Participant
           until said payment has been received by the Company. Such payment
           shall be made in cash, by tender of shares of Common Stock owned by
           the Participant valued at Fair Market Value as of the date of
           exercise, subject to such limitations on the tender of Common Stock
           as the Committee may impose, pursuant to the provisions of the
           Company's Key Employee Stock Option Loan Program, if applicable, (or
           any other loan program or arrangement which may be established by the
           Company under this Plan, or otherwise) or by a combination of the
           foregoing.

2.3    MAXIMUM NUMBER OF SHARES

       The maximum number of shares that may be granted to any Participant under
       all Stock Option Awards under this Plan during any one year shall not
       exceed 100,000 shares.

SECTION 3: RESTRICTED STOCK GRANTS

3.1    The terms and conditions regarding Restricted Stock grants are as
       follows:

       (a) Shares of Restricted Stock may not be sold, assigned, transferred,
           pledged or otherwise encumbered, except as herein provided, during
           the Restricted Period.


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           Certificates issued in respect of shares of Restricted Stock shall be
           registered in the name of the Participant and deposited by him,
           together with a stock power endorsed in blank, with the Company. At
           the expiration of the Restricted Period, the Company shall deliver
           such certificates to the Participant or his legal representative,
           except that the Participant may defer receipt of his Restricted Stock
           under terms established by the Committee by extending the Restricted
           Period.

       (b) Except as provided in subsection (a) hereof, the Participant shall
           have all the rights of a holder of Common Stock, including but not
           limited to the rights to receive dividends and to vote during the
           Restricted Period.

       (c) In the event a Participant ceases to be an Employee or a Non-Employee
           Director during the Restricted Period as a result of his death, the
           restrictions imposed hereunder shall immediately lapse with respect
           to such shares of Restricted Stock. In the event a Participant ceases
           to be an Employee or a Non-Employee Director during the Restricted
           period and upon the occurrence of his Retirement Date, Disability
           Date, or with the consent of the Committee, the restrictions imposed
           hereunder shall continue as if the individual had remained as an
           Employee or Non-Employee Director. The Committee may at any time and
           with regard to all Participants or any individual Participant lapse
           any restrictions imposed hereunder with respect to shares of
           Restricted Stock. In all other circumstances in which a Participant
           ceases to be an Employee or Non-Employee Director, all shares of
           Restricted Stock shall thereupon be forfeited to the Company and the
           certificate or certificates representing such Restricted Stock shall
           be immediately canceled.

       (d) Each grant shall be confirmed by a Restricted Stock agreement
           executed by the Company and by the Participant.

SECTION 4: PERFORMANCE AWARD

       (a) The Committee shall determine which Participants are eligible to
           receive Performance Awards. Performance Awards will be based on a
           positive EVA for the Company. At the end of each Performance Cycle,
           EVA shall be determined. In the event EVA for the Company is large
           enough to enable all Participants to achieve 50% of the maximum EVA
           award possible under the Cincinnati Milacron Short-Term Incentive
           Plan, then the Participant shall receive a performance award of 25%
           of his base income.

       (b) At the Participant's election the Performance Award may be in cash or
           Common Stock.

           In the event the Participant elects to receive the payment in Common
           Stock, the Participant will receive, via deferral account with the
           Company, an amount equal to the Share Value of the number of shares
           equal to the Award. The shares shall be deferred until the earlier of
           the Participant's Retirement Date or the Participant's termination
           from the Company. In the event the Participant elects to receive the
           payment in Common Stock the Participant will also receive an
           additional and equal number of shares of Restricted Stock.

           Payment will be made as soon as possible after the Company receives
           and the Committee approves the report of the Company's independent
           auditors.




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       (c) In the event that a potential recipient of a Performance Award ceases
           to be an Employee upon the occurrence of his death, Retirement Date
           or Disability Date prior to the end of the Performance Cycle, then
           the Performance Award under Section 4(a) above shall be payable to
           the Participant or such Participant's heirs or legal representatives
           at the end of the applicable Performance Cycle. In all other
           circumstances in which a Participant ceases to be an Employee,
           Performance Awards shall terminate and no amounts shall be payable at
           any time.

       (d) Recipients of Performance Awards may elect to defer a portion or all
           of a Performance Award payment provided that the Participant's
           election to defer is made prior to the first day of the Performance
           Cycle (April 1 for the Performance Cycle commencing in 1994). Amounts
           so deferred shall have interest credited to the Participant's account
           at rates determined by the Committee from time to time. Such election
           shall be irrevocable and shall specify the date as of which deferred
           amounts are to be paid.

SECTION 5: NON-EMPLOYEE DIRECTORS

       (a) Each individual who first is elected a Non-Employee Director after
           the effective date of the Plan, but before the expiration of the
           Plan, shall be granted automatically upon election an Award of 500
           shares of Restricted Stock. Each individual then serving as a
           Non-Employee Director shall receive a Non-Qualified Stock Option of
           1,000 shares at or about the effective date of the Plan and at the
           beginning of each of the Company's fiscal years thereafter so long as
           the Plan is in effect. This formula may not be amended more than once
           within any six month period other than to comport with changes in the
           Code.



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