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                                                                     EXHIBIT 4.5


                                AMENDMENT NO. 2
                                       TO
                                RIGHTS AGREEMENT


        This Amendment No. 2 to the Rights Agreement (this "Amendment"),
effective as of February 5, 2004 is between Delphax Technologies, Inc., a
Minnesota corporation (the "Company"), and Wells Fargo Bank Minnesota, N.A., as
rights agent (the "Rights Agent").

        WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of March 22, 2002 (the "Rights Agreement"); and

        WHEREAS, Section 27 of the Rights Agreement permits the amendment of the
Rights Agreement by the Company;

        WHEREAS, pursuant to a resolutions duly adopted on January 12, 2004, the
Board of Directors of the company has authorized the amendment of the Rights
Agreement as set forth below; and

        WHEREAS, the Board of Directors of the Company has determined that such
amendment is desirable and is consistent with the objectives of the Board of
Directors in connection with the original adoption of the Rights Agreement.

        NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein, the parties hereby agree as follows:

        1. Amendment of Section 1(a). Section 1(a) of the Agreement is hereby
amended in full and replaced in its entirety by the following:

                 "(a) "Acquiring Person" shall mean any Person, other than an
        Exempted Person, as defined below, (as such term is hereinafter defined)
        who or which, together with all Affiliates and Associates (as such terms
        are hereinafter defined) of such Person, shall be the Beneficial Owner
        (as such term is hereinafter defined) of 15% or more of the Common
        Shares of the Company then outstanding, but shall not include (i) the
        Company, (ii) any wholly owned Subsidiary (as such term is hereinafter
        defined) of the Company, (iii) any employee benefit plan of the Company
        or of any Subsidiary of the Company, or (iv) any entity holding Common
        Shares for or pursuant to the terms of any such plan described in clause
        (iii) of this sentence. Notwithstanding the foregoing, no Person shall
        become an "Acquiring Person" as the result of an acquisition of the
        Common Shares by the Company which, by reducing the number of Common
        Shares outstanding, increases the proportionate number of shares
        beneficially owned by such Person to 15% or more of the Common Shares of
        the Company then outstanding; provided, however, that if a Person,
        together with all Affiliates or Associates of such Person, shall become
        the Beneficial Owner of 15% or more of the Common Shares of the Company
        then outstanding by reason of share acquisitions by the Company, and if
        such Person or such Person's Affiliates or Associates, after such share
        acquisitions by the Company, shall

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        become the Beneficial Owner of any additional Common Shares of the
        Company, and, immediately after becoming the Beneficial Owner of such
        additional Common Shares, such Person, together with all Affiliates and
        Associates of such Person, shall be the Beneficial Owner of 15% or more
        of the Common Shares of the Company then outstanding, then such Person
        (unless such Person shall be (1) the Company, (2) any wholly owned
        Subsidiary of the Company, (3) any employee benefit plan of the Company
        or of any Subsidiary of the Company, or (4) any entity holding Common
        Shares for or pursuant to the terms of any such plan described in clause
        (3) of this sentence) shall be deemed an "Acquiring Person." An entity
        other than the Company or any wholly owned Subsidiary of the Company
        holding Common Shares for or pursuant to the terms of an employee
        benefit plan of the Company or of any Subsidiary of the Company and in
        addition being the Beneficial Owner of Common Shares that are not held
        for or pursuant to the terms of any such plan shall be deemed to
        constitute an Acquiring Person, notwithstanding anything herein stated,
        if, but only if, it, together with its Affiliates and Associates, shall
        be the Beneficial Owner of 15% or more, exclusive of those Common Shares
        held by it for or pursuant to the terms of any such plan, of the Common
        Shares then outstanding. Notwithstanding the foregoing, if the Board of
        Directors of the Company determines in good faith that a Person who
        would otherwise be an "Acquiring Person," as defined pursuant to the
        foregoing provisions of this paragraph (a), has become such
        inadvertently (including, without limitation, because (A) such Person
        was unaware that it beneficially owned a percentage of the Common Shares
        that would otherwise cause such Person to be an "Acquiring Person" or
        (B) such Person was aware of the extent of its Beneficial Ownership but
        had no actual knowledge of the consequences of such Beneficial Ownership
        under this Agreement), and without any intention of changing or
        influencing control of the Company, and such Person divests as promptly
        as practicable a sufficient number of Common Shares so that such Person
        would no longer be an "Acquiring Person," as defined pursuant to the
        foregoing provisions of this paragraph (a), then such Person shall not
        be deemed to be an "Acquiring Person" for any purposes of this
        Agreement."

        2. Addition of Section 1(p). Section 1(p) of the Agreement is hereby
           amended to read as follows:

                 "(p) "Exempted Person" shall mean:

                          (i) the persons known as of the date hereof as
                 (Annette J. Brenner and Fred H. Brenner (collectively and
                 individually, the "Brenners"), unless and until such time as
                 (1) the Brenners, together directly or indirectly, becomes the
                 Beneficial Owner of more than the lesser of (X) 19.9% of the
                 Common Shares then outstanding, or (2) the Brenners breach, and
                 the board of directors of the Company determines that the
                 Brenners have breached, any terms and conditions of that
                 certain Agreement dated as of the date hereof among the Company
                 and the Brenners, in which case the Brenners shall cease to be
                 an "Exempted Person"; and

                          (ii) Tate Capital Partners Fund, LLC, ("Tate
                 Capital"), and its affiliates who are its assignees
                 (collectively and individually the "Investors") that are


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                 parties to that certain Securities Purchase Agreement dated as
                 of February 4, 2004 with the Company (the "Securities Purchase
                 Agreement") unless and until such time as Tate or the Investors
                 directly or indirectly become the Beneficial Owners of more
                 than 25.0% of the Common Shares, or Tate or the Investors
                 breach, and the Board of Directors of the Company determines
                 that Tate or the Investors have breached any term or condition
                 of the Securities Purchase Agreement, in which case Tate and
                 the Investors shall cease to be an "Exempted Person".

        3. Effectiveness. This Amendment shall be deemed effective as of
February 5, 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.

        4. Miscellaneous. This Amendment shall be deemed to be contract made
under the laws of the State of Minnesota 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. Capitalized terms not otherwise defined herein shall have the
meanings assigned to such terms in the Rights Agreement.

        5. Certification. The undersigned officer of the Company certifies by
execution hereof that this Amendment is in compliance with the terms of Section
27 of the Rights Agreement.

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

                         DELPHAX TECHNOLOGIES, INC.

                         By:  /s/ Robert M. Barniskis
                           ---------------------------------------------------
                                Name: Robert M. Barniskis
                                      ----------------------------------------
                                Title: Vice President, Chief Financial Officer
                                       ---------------------------------------
                                       and Secretary
                                       -------------

                         WELLS FARGO BANK MINNESOTA, N.A.

                         By:  /s/ Claudine Anderson
                              ------------------------------------------------
                                Name: Claudine Anderson
                                      ----------------------------------------
                                Title: Account Manager
                                       ---------------------------------------





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