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                                                                   EXHIBIT 10.54
                                                            COMPANY CONFIDENTIAL


                                  MILACRON INC.
                        2002 SHORT - TERM INCENTIVE PLAN
                         (AS AMENDED FEBRUARY 10, 2004)

1. PURPOSE

       1.1.   The purpose of the Milacron Inc. 2002 Short - Term Incentive Plan
              (the "Plan") is to provide greater incentive to key employees by
              rewarding them with additional compensation for earning a return
              on capital in excess of the cost of capital and meeting or
              exceeding predetermined Critical Success Factors, and thereby
              adding economic value to the Company. The intent of the Plan is to
              establish goals for Participants with a portion of their ultimate
              award under the Plan to be determined by the achievement of
              economic value added targets and a portion of the award to be
              determined by the achievement of Critical Success Factor targets.
              The economic value added targets and the Critical Success Factor
              targets will be established on an annual basis and may change from
              year to year allowing the Company the flexibility to provide
              incentives in specific areas as needed. The Plan shall also assist
              in providing competitive compensation in order to allow the
              Company to attract and retain an outstanding management group.

2. DEFINITIONS

       2.1.   "Assigned Percentage" shall have the meaning assigned in Article
              6.3.

       2.2.   "Award" shall mean the benefit under this Plan earned by a
              Participant.

       2.3.   "Award Percentage" shall have the meaning assigned in Article 7.5.

       2.4.   "Base Incentive Award" shall be as set forth in Article 5.1 of
              this Plan.

       2.5.   "Beneficial Owner" shall have the meaning assigned in Article
              19.2.

       2.6.   "Business Unit" shall mean such subgroups of the Company as
              designated by the Management Team from time to time and may
              consist of the entire operating groups, divisions, subsidiaries or
              subparts thereof.

       2.7.   "Business Unit Cost of Capital" is calculated by multiplying the
              Business Unit's Operating Capital by the Weighted Average Cost of
              Capital.

       2.8.   "Business Unit Operating Capital" shall consist of the following
              with respect to each Business Unit:


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              2.8.1. beginning of the Plan Year property, plant and equipment
                     (including any asset recorded from the capitalization of
                     leases, as required under SFAS Statement No. 13), plus

              2.8.2. Average inventory and accounts receivable exclusive
                     of any reserve for doubtful accounts, plus

              2.8.3. Average goodwill, plus

              2.8.4. Average other assets, minus

              2.8.5. Average advance payment - customer down payments and
                     progress payments on unshipped orders, minus

              2.8.6. Average trade accounts payable, minus

              2.8.7. Average other liabilities.

              Articles 2.8.2 through 2.8.7 above shall be determined by
              averaging the amounts of each Article at the end of the 12
              accounting periods for the current Plan Year.

              Also, in the event a joint venture contributes to Business Unit
              Operating Capital, the joint venture contribution shall be
              adjusted downward by the percentage of ownership of the Company's
              joint venture partner.

       2.9.   "CEO" shall mean the Chief Executive Officer of Milacron Inc.

       2.10.  "Committee" shall mean the Personnel and Compensation Committee of
              the Board of Directors of Milacron Inc.

       2.11.  "Company" shall mean Milacron Inc., and its consolidated
              subsidiaries.

       2.12.  "Company Capital" is average shareholders' equity of Milacron Inc.
              plus the average outstanding short-term and long-term consolidated
              debt (net of average cash and equivalents), including liabilities
              related to capitalized leases as required under FASB Statement No.
              13 less the average goodwill accounted for on the books of the
              Company arising from acquisitions and less the net present value
              of the tax benefit arising from such goodwill. The average
              shareholders' equity and the average short-term and long-term debt
              shall be determined by averaging the shareholders' equity and the
              average short-term and long-term debt outstanding (net of average
              cash and equivalents) at the end of the preceding year with the
              shareholder's equity and short-term and long-term debt outstanding
              (net of cash and equivalents) at the end of each quarter of the
              current Plan Year.

       2.13.  "Company Cost of Capital" shall mean the product of Company
              Capital multiplied by Weighted Average Cost of Capital.

       2.14.  "Critical Success Factor(s)" shall mean one or more measures
              established by the Committee for the Company or individual
              Participants therein or by the



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                  Management Team for each Business Unit or individual
                  Participants therein which will be used to determine if Awards
                  under this Plan have been earned. Different Critical Success
                  Factors may be assigned to different Business Units and
                  different Participants.

         2.15.    "Discretionary Adjustments" shall mean an adjustment that may
                  be made by the Committee to one or more Awards based upon
                  individual, team, or Measurement Group performance.
                  Adjustments can range from up to plus 30% or a reduction of
                  30%, or any percentage in between.

         2.16.    "Earnings before Net Interest and Taxes on Income (EBIT)" -
                  EBIT for a Business Unit shall mean the Business Unit's
                  reported operating profit (internal basis) minus any amount of
                  earnings appropriately apportioned to a partner's interest in
                  a joint venture, and excluding the expense related to the
                  current year's short term incentive plan payout, and plus or
                  minus such items of income or expense as the Committee may
                  deem to be extraordinary or not appropriately included in the
                  Plan. The projected Awards under this Plan shall be charged to
                  each Business Unit and the Company for purposes of determining
                  that Business Unit's and the Company's operating profit.

         2.17.    "Economic Value Added (EVA)" -

                  2.17.1.  For the Company, EVA shall mean the amount by which
                           EBIT exceeds Company Cost of Capital.

                           (EVA for Company = Company EBIT - Company Cost of
                           Capital)

                  2.17.2.  For a Business Unit other than the Company, EVA shall
                           mean the amount by which the Business Unit's EBIT
                           exceeds Business Unit Cost of Capital.

                           (EVA for Business Unit other than the Company =
                           Business Unit EBIT - Business Unit Cost of Capital)

         2.18.    "Group" shall have the meaning assigned in Article 19.2.

         2.19.    "Management Team" shall mean a group appointed by the CEO for
                  the purpose of establishing EVA and Critical Success Factor
                  targets for Business Units.

         2.20.    "Measurement Group" shall mean the Company or Business Unit to
                  which a Participant is assigned in accordance with Article 4.1
                  and whose financial results will determine if the Participant
                  will receive an Award.

         2.21.    "Participant Category" shall mean the categories described in
                  Article 5.1.



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         2.22.    "Participants" shall mean those individuals meeting the
                  criteria set forth in Article 4.1.

         2.23.    "Participants' Award Percentage" shall have the meaning given
                  in Article 5.1.

         2.24.    "Person" shall have the meaning assigned in Article 19.2.

         2.25.    "Performance Percentage" shall have the meaning assigned in
                  Article 7.4.

         2.26.    "Plan Year": The Plan Year shall coincide with the Company's
                  fiscal year.

         2.27.    "Salary": A Participant's annual base wages paid during the
                  Plan Year. Annual base pay does not include salary adjustments
                  or other payments made because of overseas employment, payment
                  made from incentive plans, ad hoc bonuses, commission bonus
                  payments, relocation expenses or any payment made from any
                  employee benefit plan.

         2.28.    "Weighted Average Cost of Capital" shall mean the cost of
                  capital experienced by the Company during the Plan Year as
                  determined by the Treasurer using the formula set forth in
                  Exhibit A.

3. EFFECTIVE DATE

         3.1.     The Plan shall be effective for the Company's fiscal years
                  beginning after December 31, 2001. This Plan supersedes the
                  Cincinnati Milacron 1996 Short-Term Management Incentive Plan
                  (the "1996 Plan") which is terminated as of January 1, 2002,
                  with any payment earned by participants therein to be made in
                  due course pursuant to the terms of the 1996 Plan.

4. PARTICIPATION

         4.1.     Participants shall be those key employees of the Company as
                  identified by the Committee and shall include the officers of
                  Milacron Inc. The Awards for a Participant shall be based on
                  the results of the Measurement Group to which the Participant
                  is assigned. The Committee shall designate the Participants to
                  be assigned to the Company. The Management Team shall
                  designate all other Participants for assignment to Business
                  Units. If a Participant has simultaneous responsibilities in
                  more than one Measurement Group, the award shall be determined
                  by percentage allocation as determined by the Committee or the
                  Management Team.



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5. BASE INCENTIVE AWARD

         5.1.     Participant Categories appear below. The Committee shall
                  determine to which Participant Category each Participant shall
                  be assigned. The potential Base Incentive Award for each
                  Participant shall be determined by the Participant Category to
                  which the Participant is assigned. Each Participant's
                  potential Base Incentive Award shall be determined by
                  multiplying the percentage below (the "Participant's Award
                  Percentage") corresponding to the appropriate Participant
                  Category by the Participant's Salary.

<Table>
<Caption>
                           Participant               Base Incentive Award Expressed
                           Category                  As A Percentage of Salary
                           --------                  ------------------------------
<S>                                                  <C>
                           CEO                                                  80%
                           COO                                                  60%
                           I                                                    50%
                           II                                                   40%
                           III                                                  25%
                           IV                                                   15%
</Table>

                  The Committee shall have sole discretion as to assignment of
                  Participants to Participant Categories. The following sets
                  forth guidelines as to Participant assignment:

                  CEO: Chief Executive Officer

                  COO: Chief Operating Officer

                  Participant Category I: Key Officers of the Company and
                  leaders of major Business Units.

                  Participant Category II: Key Directors of Business Units or
                  Corporate Functions.

                  Participant Category III: Key Managers of Business Units or
                  Corporate Functions.

                  Participant Category IV: Key Contributors of Business Units or
                  Corporate Functions.

6. ESTABLISHING EVA AND CRITICAL SUCCESS FACTORS

         6.1.     Not later than 60 days following the commencement of each Plan
                  Year, the Committee shall establish the EVA Range and the
                  Critical Success Factor Range for the Company. The EVA Range
                  and the Critical Success Factor Range shall each consist of a
                  lower goal, a target goal and an upper goal established by the
                  Committee. The Committee shall also establish the relative



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                  weight to be assigned to the EVA and Critical Success Factor
                  portions of the measurement with the combination thereof equal
                  to 100%. In the event the Critical Success Factor is composed
                  of more than 1 component, the Committee shall assign a
                  relative weight in percentage terms to each component thereof.

         6.2.     Not later than 60 days following the commencement of each Plan
                  Year, the Management Team shall establish the EVA Range and
                  the Critical Success Factor Range for the Business Units
                  and/or individual Participants. The EVA Range and the Critical
                  Success Factor Range shall each consist of a lower goal, a
                  target goal and an upper goal established by the Management
                  Team. The Management Team shall also establish the relative
                  weight to be assigned to the EVA and Critical Success Factor
                  portions of the measurement with the combination thereof equal
                  to 100%. In the event the Critical Success Factor is composed
                  of more than 1 component, the Management Team shall assign a
                  relative weight in percentage terms to each component thereof.

         6.3.     The relative percentages assigned to the EVA and Critical
                  Success Factor portions of the measurement shall each be an
                  "Assigned Percentage".

7. AWARDS

         7.1.     Award amounts are subject to adjustment as described in
                  Article 8 herein, and may be earned by the achievement of the
                  EVA and/or the Critical Success Factor goals established
                  pursuant to Article 6. A Participant's Award shall be an
                  amount that is determined based on the linear progression
                  calculated by the Company.

         7.2.     At the end of the Plan Year, the Company shall calculate a
                  Participant's potential Base Incentive Award. The Company
                  shall also calculate a linear progression relating the EVA
                  lower goal to the EVA target goal, and a linear progression
                  relating the EVA target goal to the EVA upper goal. For
                  purposes of the linear progression, the lower goal shall be
                  assigned a value of 0%, the target goal shall be assigned a
                  value of 100% and the upper goal shall be assigned a value of
                  200%.

         7.3.     The Company shall calculate linear progressions for the
                  Critical Success Factor in the same manner as calculated for
                  EVA.

         7.4.     The Company shall determine the EVA and Critical Success
                  Factor performance of each Measurement Group through
                  comparison to the appropriate linear progression and stating
                  that performance in terms of a percentage (the "Performance
                  Percentage").



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         7.5.     The Performance Percentages for each Measurement Group shall
                  be multiplied by the appropriate "Assigned Percentage" and the
                  products thereof shall be added together (the "Award
                  Percentage").

         7.6.     Each Participant shall, subject to adjustment as stated in
                  Article 8 herein, receive an Award equal to the Award
                  Percentage of the Participant's Measurement Group multiplied
                  by the Participant's Base Incentive Award.

         7.7.

                  7.7.1.1. For Participants assigned to the CEO and levels I, II
                           and III Participant Categories, there shall be no
                           upper limit to the portion of the Award associated
                           with the Critical Success Factor provided that the
                           Company is generating positive cash flow net of
                           Awards paid hereunder. Otherwise, the portion of the
                           Award associated with the Critical Success Factor is
                           capped at 200% of the portion of the Base Incentive
                           Award attributable to Critical Success Factor
                           performance.

                  7.7.1.2. For Participants assigned to the level IV Participant
                           Category, the portion of the Award associated with
                           the Critical Success Factor is capped at 400% of the
                           portion of the Base Incentive Award attributable to
                           Critical Success Factor performance.

                  7.7.1.3. For all Participants, the portion of the Award
                           associated with EVA shall be capped at 200% of the
                           portion of the Base Incentive Award attributable to
                           EVA performance.

8. ADJUSTMENTS

         8.1.     The Committee may apply a Discretionary Adjustment at any time
                  to increase or decrease a Participant's Award under this Plan.
                  Such Discretionary Adjustment shall be recommended for
                  Committee consideration by the CEO.

         8.2.     The Committee shall have the right to adjust earnings and/or
                  assets and or cash flow of the Company and/or Business Units
                  as it may deem appropriate for any unusual or non-recurring
                  items.

         8.3.     The Committee shall have the right to adjust target goals as
                  it may deem appropriate for any unusual or non-recurring
                  items.

9. OTHER ANNUAL AWARDS NOT INCLUDED IN THE PLAN

         9.1.     In addition to Awards under this Plan, the CEO can, subject to
                  approval by the Committee, make discretionary bonus grants to
                  individuals, not included in this Plan, for specific
                  outstanding performances during the year. It shall be the
                  responsibility of the Milacron Inc. officers to recommend
                  individuals for these bonuses each year, giving detailed
                  information on the performance being recognized.



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10. TIME AND FORM OF PAYMENT OF AWARD

         10.1.    Payments shall be made in the first quarter following the end
                  of the Plan Year after the Company's consolidated financial
                  statements are audited by its independent auditors.

         10.2.    Awards shall be paid in one lump sum to Participants, unless
                  deferred in whole or part pursuant to Article 11.1. The
                  amounts calculated pursuant to the terms herein shall be the
                  gross amount payable to the Participant. The Company shall
                  make all withholdings required by law. Participants shall not
                  be allowed to elect any type of voluntary deductions from
                  bonus amounts.

         10.3.    For those Business Units reporting in a currency other than
                  U.S. dollars, Awards will be calculated in the Business Units'
                  local currency.

11. DEFERRALS

         11.1.    Should tax laws allow individuals to defer receipt and
                  taxation on compensation, Participants may be allowed to
                  request deferral of all or a portion of their Awards pursuant
                  to any plan for the deferral of compensation which the Company
                  may have in effect from time to time.

12. TERMINATION

         12.1.    In the event a Participant ceases to be a Participant as a
                  result of death, retirement or disability (as those terms are
                  defined in the Milacron Retirement Plan), the individual or
                  the individual's estate shall receive any Award under this
                  Plan at the time stated in Article 10 above if an Award
                  becomes earned at the end of the Plan Year in which the
                  Participant died, retired or became disabled, except that the
                  amount of Award shall be prorated for the amount of time
                  during the Plan Year that the individual was employed by the
                  Company.

         12.2.    Unless otherwise determined by the Committee, in the event a
                  Participant ceases to be a Participant for any reason other
                  than stated in Article 12.1, the individual shall immediately
                  cease to be an eligible employee under this Plan and the
                  individual shall not receive an Award hereunder related to the
                  Plan Year in which the individual ceased to be a Participant.
                  If the individual ceased to be a Participant as stated in this
                  Article 12.2 after the end of a Plan Year, but prior to the
                  pay-out of the Award, if any was earned, the individual will
                  receive payment of the Award at the same time as if the
                  individual had remained employed by the Company.




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13. TRANSFERS

         13.1.    In the event the EVA or Critical Success Factors used to
                  determine a Participant's Award under this Plan change during
                  a Plan Year due to the Participant transferring from one
                  Measurement Group to another or otherwise, all calculations
                  under this Plan shall be prorated for the amount of the Plan
                  Year in which each EVA or Critical Success Factor applied to
                  the Participant.

14. MID YEAR PARTICIPANTS

         14.1.    In the event an individual becomes a Participant during the
                  Plan Year, amounts payable hereunder shall be prorated for the
                  portion of the Plan Year in which the individual was a
                  Participant.

15. ADMINISTRATION

         15.1.    The Plan shall be administered by the Committee. 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.

16. REVIEW OF CALCULATIONS

         16.1.    At the request of the Committee, the calculations under this
                  Plan shall be reviewed for accuracy by the Company's
                  independent auditors using such procedures as necessary under
                  the circumstances.

17. TERMINATION OF THE PLAN

         17.1.    The Committee may suspend, terminate or amend this Plan at any
                  time. Amendments may be applied retrospectively to the
                  beginning of the then current Plan Year, but shall not affect
                  Awards related to Plan Years that were completed prior to the
                  time of the amendment.

18. MISCELLANEOUS

         18.1.    Nothing contained in this Plan guarantees the continued
                  employment of a Participant with the Company.

         18.2.    No award hereunder may be assigned, pledged, mortgaged or
                  hypothecated and, to the extent permitted by law, no such
                  award shall be subject to legal process or




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                  attachment for the payment of any claims against any
                  Participant entitled to receive the same.

         18.3.    Payments made under this Plan shall be subject to withholding
                  as shall at the time be required under any income tax or other
                  laws, whether of the United States or any other jurisdiction.

         18.4.    The provisions of the Plan shall be construed according to the
                  laws of the State of Ohio.

19. CHANGE OF CONTROL

         19.1.    In the event of a Change of Control and within 60 days
                  thereafter, Participants shall receive a lump sum cash amount
                  equal to the Participant's Base Incentive Award for the year
                  in which such Change in Control occurs as calculated pursuant
                  to the terms herein. A "Change in Control" occurs if:

                  19.1.1.  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;
                           provided, however, that for purposes of this Article
                           19.1.1, 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 clauses (i) of Article 19.1.3;

                  19.1.2.  individuals who, as of the date hereof, constitute
                           the Board of Directors of Milacron Inc. (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



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                           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;

                  19.1.3.  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;

                  19.1.4.  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 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

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

         19.2.    "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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         19.3     Notwithstanding any other provision of this Plan to the
                  contrary, 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.


                                      [END]



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